BYLAWS OF THE RELIGION NEWS FOUNDATION
These Bylaws govern the operation and administration of the Religion News Foundation. These Bylaws were revised June 22, 2016, and effective July 1, 2016. They encompass and supersede all prior revisions since they were originally adopted Aug. 14, 2002 and revised July 1, 2009.
ARTICLE I. NAME AND INCORPORATION
SECTION 1. Name
The name of the organization shall be Religion News Foundation, hereinafter referred to as the “Foundation” or the “corporation.”
SECTION 2. Incorporation
This Foundation shall be incorporated.
SECTION 3. Registered Office and Agent
The Religion News Foundation, a nonprofit, charitable, educational corporation incorporated under the laws of the State of Ohio, shall have and continuously maintain a registered office in the State of Ohio and a registered agent whose office is identical with such registered office, as required by the State of Ohio. The registered agent shall be an individual resident of Ohio or a corporation, whether for profit or not for profit, authorized to transact business in the State of Ohio. The address of the registered office may be changed from time to time.
SECTION 4. Other Offices
The Foundation may have such other office or offices, at such suitable place or places within or without the State of Ohio, as the Board may from time to time determine as necessary for the conduct of the affairs of the Foundation.
ARTICLE II. PURPOSE
SECTION 1. Purpose
The Religion News Foundation is a charitable, literary and educational organization whose purposes are to support and carry out the charitable, educational or scientific purposes of the Religion News Association, an organization exempt pursuant to International Revenue Code Section 501(c)(6) (the “Supported Organization” or “RNA”, Religion News Foundation will support the Supported Organization in such manner:
A) To advance public understanding of religion by means of informative media, resources, programs, including conferences, seminars and discussion groups for reporters, editors, other members of the secular news media and the general public;
B) To facilitate, inform, improve religious literacy and encourage public discourse about religion in a neutral and informative way without endorsing or promoting any particular religion, sect, denomination, practice, or point of view;
C) Make gifts, donations and other transfers to organizations, the activities of which are consistent with and in furtherance of the purposes of the Foundation and which are described in Section 501(c)(3) of the Internal Revenue Code;
D) Engage in all activities properly related to the foregoing, including, the requesting of funds from individuals, corporations and other exempt organizations for financing the services to be provided;
E) Acquire, improve and operate any real or personal property or interest or rights therein or appurtenant thereto;
F) Sell, convey, assign, mortgage or lease any real or personal property;
G) Borrow money and execute such evidence of indebtedness and such contracts, agreements and instruments as may be necessary, and execute and deliver any mortgage, deed of trust, assignment of income, or other security instrument in connection therewith;
H) Apply for, receive any moneys by way of grant or gift whether public or private source and use such funds in any manner to advance the purposes set forth above.
SECTION 2. Non-Profit Provisions
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, Trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof. No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a) a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law, or b) by a corporation, contributions to which are deductible under section 170(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 3. Dissolution of Corporation
Upon the dissolution of the corporation, the Board of Trustees of the Foundation shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Service Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the corporation is then incorporated, exclusively, for such purposes to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III. FINANCIAL MATTERS
SECTION 1. Regular Support
The regular financial support of the Foundation shall be derived from contributions, gifts, grants and fees for services or programs and/or other sources authorized by the Board of Trustees.
SECTION 2. Contracts
The Board may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers to authorize 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 3. Checks
All checks, drafts or orders for the payment of money, notes or other evidences 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 resolution of the Board. In the absence of such determination by the Board in its policy manual, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chair or a Vice Chair of the Board of the Foundation.
SECTION 4. Deposits
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 may select.
SECTION 5. Gifts
The Board may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or any special purpose of the Foundation.
ARTICLE IV. BOARD OF TRUSTEES
SECTION 1. Definition
There shall be a Board of Trustees, hereinafter referred to as “Board,” to manage, supervise, and control the business, property and affairs of the Foundation, except as otherwise expressly provided by law, the Articles of Incorporation of this Foundation or these Bylaws. The Board shall be vested with the powers possessed by the Foundation itself, including the powers to determine the policies of the Foundation and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Foundation, to disburse the funds of the Foundation, to seek funds on behalf of the organization, to oversee adherence to its educational mission as expressed in Article II, Section 1 of these Bylaws, and to adopt such rules and regulations for the conduct of its business, responsibility and authority as shall be deemed advisable.
SECTION 2. Number, Tenure, and Qualifications
Effective July 1, 2016, the Board shall be composed of not less than seven and no more than 20 individuals. In addition, the CEO of the Foundation and COO of the Supported Organization shall sit on the Foundation Board in an ex-officio capacity, without vote, to provide advice, consultation, expertise and participation, including in executive committee meetings, except in personnel matters, when the CEO of the Foundation and COO of the Association shall be excluded.
SECTION 3. Election and Term of Office
The Supported Organization’s (SO) Board of Directors shall appoint at least 60% of the Foundation’s Board of The Trustees (“SO Appointed Trustees,”) with the first term commencing July 1, 2016. Subsequent vacancies shall be done annually and effective on Jan. 1 or at a date of the Supported Organization Board’s choosing for all subsequent SO Appointed Trustee vacancies. Additional Foundation Board of Trustee members, not to exceed 40% of total Foundation Board members, shall be elected by the “SO Appointed Trustees,” who shall make such appointments effective July 1, 2016. Subsequent appointments shall be made annually, effective on Jan. 1 or at a date of the SO Appointed Trustees’ choosing, at any duly constituted Foundation Board meeting. Appointments and elections to the Foundation Board that begin prior to Jan. 1 of the year following their appointment or election shall not be counted as part of the maximum terms served. The members of the Foundation Board shall serve until their successors are elected and qualified but for not more than two consecutive terms. Members may seek reelection to the Board of Trustees after at least one three-year period off the Board of Trustees. The Supported Organization or the SO Appointed Trustees may also appoint individuals to a partial term, to be determined by the Supported Organization. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, at all times at least 60% of the members of the Foundation’s Board of Trustees must have been appointed by the Supported Organization’s Board of Directors.
SECTION 4. Resignation
Any Trustee may resign at any time by giving written notice to the Chair of the Foundation Board. Such resignation shall take effect at the time of acceptance thereof as determined by the Chair of the Foundation.
SECTION 5. Removal
Any Trustee may be removed from such office by a two-thirds vote of the entire Board at any regular or special meeting of the Board, or by the Board of Directors of the Supported Organization for (1) violation of these Bylaws or (2) engaging in any other conduct prejudicial to the best interests of the Foundation. Such removal may occur only if the Trustee involved is first provided (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the Board scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such Trustee, (2) an opportunity to appear before the Board or the Supported Organization or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and (3) a written explanation as to (if such is the case) why such a Trustee is being removed from such office. In these regards, the Board and the Board of Directors of the Supported Organization shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Foundation.
SECTION 6. Vacancies
A vacancy in the Board because of death, resignation, removal, disqualification, or otherwise, shall be filled in the same manner as the absent Trustee was selected.
SECTION 7. Regular Meetings
A regular annual meeting of the Board of Trustees shall be held each year, at such time, day, and place as shall be designated by the Board of Trustees, for the purpose of transacting such business as may come before the meeting. The Board of Trustees may, by resolution, provide for the holding of additional regular meetings.
SECTION 8. Definitions
Authorized communications equipment. Authorized communications equipment is equipment that provides a transmission, including by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or Trustee involved and allows all persons participating in a meeting to contemporaneously communicate with each other.
SECTION 9. Place of Meeting; Electronic Meeting
Meetings of the Board of Trustees shall be held as may be designated in the notice of the meeting. Meetings may also be held through any authorized communications equipment. Participation by a Trustee in a meeting through the use of any of those means of communication constitutes presence in person of that Trustee at the meeting for purposes of determining a quorum.
SECTION 10. Electronic Ballot
If authorized by the Board of Trustees, any requirement that any vote of the Board be made by written ballot may be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Trustee or the Trustee’s proxy, such as that by secure login. Electronic ballots completed after the announced deadline will not be counted. Approval pursuant to Section 15 below shall be required with respect to any action determined pursuant to such electronic ballot procedures.
SECTION 11. Special Meetings
Special meetings of the Board of Trustees may be called at the direction of the Chair of the Foundation or by a majority of the voting Trustees then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
SECTION 12. Notice of Meetings
Unless waived, written notice of the time and place of each meeting of the Board of Trustees shall be given to each Trustee, either by personal delivery, mail, email, telephone, or facsimile at least two (2) days before the meeting. The notice need not specify the purposes of the meeting. The notice shall state the means, if any, by which a Trustee can be present and vote through the use of authorized communications equipment.
SECTION 13. Quorum
A majority of the whole of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. If less than a quorum of Trustees is present at such meeting, a majority of the whole of the Trustees present may vote to adjourn the meeting to a future time without further notice. If the meeting is adjourned for more than twenty-four hours, notice of adjournment to another time and place shall be given, prior to the time of the adjourned meeting, to the Trustees who were not present at the time of the adjournment.
SECTION 14. Manner of Acting
Except as otherwise expressly required by law, the Articles of Incorporation of the Foundation, or these Bylaws, the affirmative vote of a majority of the Trustees present at any meeting of the Board of Trustees, at which a quorum is present, shall be the act of the Board of Trustees. Each Trustee shall have one vote. Voting by proxy shall not be permitted.
SECTION 15. Written Consent
Action taken by the Board of Trustees without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the Trustees, as the case may be and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
SECTION 16. Compensation
No Trustee shall receive any compensation for services rendered in such capacity, except that the Board may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the CEO, Trustees, or both, to the extent provided by such resolution.
ARTICLE V. OFFICERS AND DUTIES
SECTION 1. Definitions
The officers of the Foundation shall be a Chair, one Vice Chair, a Treasurer and a Secretary.
SECTION 2. Election and Length of Term
The Foundation Board shall elect its officers annually from among its duly elected Foundation Board members. The officers of the Foundation shall hold office for a one year term, commencing Jan. 1 following their election, until their respective successors shall have been duly elected and qualified by the Foundation Board. Officers may be reelected to their position without limit, provided they remain a duly elected member of the Foundation Board of Trustees for the duration of the officer’s term.
SECTION 3. Election of Officers
The officers of the Foundation shall be elected by vote of the Foundation Board of Trustees. The Board shall meet no later than Dec. 31 each year for the purpose of electing officers. An election may be held during any duly constituted meeting and take office Jan. 1, unless such officer is filling an unfilled position.
SECTION 4. Resignation
Any officer may resign at any time by giving written notice to the Chair of the Foundation. Such resignation shall take effect at the time specified therein, or, if no time is expired, at the time of acceptance thereof as determined by the Chair.
SECTION 5. Removal
Any officer may be removed at any regular or special meeting of the Board at which a quorum is present, whenever in their judgment the best interests of the Foundation would be served thereby but such removal will be without prejudice to the contract rights, if any, of the officer so removed.
SECTION 6. Succession and Vacancies of Officers
When a vacancy shall occur in any office, except that of Chair, the Board of Trustees shall elect a member of the Foundation to fill such vacancy for the unexpired term. In the event the Chair is unable to service, the Vice President shall automatically become Chair.
SECTION 7. Duties
ITEM A. Chair
The Chair shall be the chief executive officer of the Foundation and, subject to the overall guidance and supervision of the Board, give active direction and control of the business and affairs of the Foundation. He or she will preside at all meetings of the Foundation or its Board of Trustees and shall discharge all duties imposed upon him/her by the Foundation and by the Board. He or she may sign any deeds, mortgages, bond, contracts, or other instrument which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Foundation. And in general, he/she shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Trustees from time to time. He or she shall be a member ex-officio of all special committees of the Foundation.
ITEM B. Vice Presidents
The Vice Chair, in the absence of the Chair or in the event of his or her inability or refusal to act, shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or Board.
ITEM C. Secretary
The Secretary shall record the minutes of both the Foundation and the Board in an archivable or other permanent form; prepare Foundation minutes for all members of the Foundation; oversee the Foundation’s maintenance of its board meeting archives; and perform such other duties as are normally required of secretaries.
ITEM D. Treasurer
The Treasurer, or his/her designee, shall have custody of and be responsible for all funds and securities of the Foundation. He or she, or the designee, shall enter in the books of the Foundation a full and accurate account of monies received and paid out, and shall give and receive a receipt for the same. He or she, or the designee, shall pay out of the funds on hand all just debts and obligations of the Foundation as authorized by the Foundation or the Board. He or she, or the designee, shall deposit all monies in the name of the Foundation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws. He or she, or the designee, shall prepare an accurate written statement of the financial status of the Foundation for its annual meeting and for all regular meetings of the Board of Trustees; and in general perform all the duties of the office of Treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board.
SECTION 8. Bonding
If requested by the Board, any person entrusted with the handling of funds or valuable property of the Foundation shall furnish, at the expense of the Foundation, a fidelity bond, approved by the Board, in such sum as the Board shall prescribe.
SECTION 9. Rules
In specific situations not covered by these Bylaws, Robert’s Rules of Order shall be followed.
ARTICLE VI. OTHER COMMITTEES
SECTION 1. Creation
The Board of Trustees may appoint other committees as needed and which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Foundation, providing that no such appointed committee shall have the authority of the Board in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any Trustee or officer of the Foundation; amending the Articles of Incorporation of the Foundation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Foundation; authorizing the voluntary dissolution of the Foundation or revoking proceeding thereof; adopting a plan for the distribution of the assets of the Foundation; or amending, altered or repealing any resolution of the Board which by its terms provides that shall not be amended, altered by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual officer, of any responsibility imposed upon the Board by law.
SECTION 2. Term of Office
Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such members shall cease to qualify as a member thereof.
SECTION 3. Quorum
Unless otherwise provided in the resolution of the Board, designating a committee a majority of the whole committee shall constitute a quorum and the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 4. Rules
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Trustees.
ARTICLE VII. MISC. PROVISIONS
SECTION 1. Fiscal Year
The fiscal year of the Foundation shall commence on July 1 and terminate on June 30 of the following year.
SECTION 2. Notice
Whenever under the provision of these Bylaws the Articles of Incorporation of the Foundation or statute, notice is required to be given to a Board member, Trustee, committee members, or officer, such notice shall be given in writing, by first-class, certified or registered mail or by express delivery service, with postage or express delivery charges thereon prepaid, to such person at his or her address as it appears on the records of the Foundation. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by telegram, telephone, faxed or via electronic mail, and will be deemed given when received, if followed by a writing mailed on the same day or the next day.
SECTION 3. Books and Records
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board, and shall keep at its registered or principal office a record giving the names and addresses of the members of the Board. Following any year in which the Foundation’s revenues exceed $300,000, the books and records of account shall be audited by a certified public accountant employed by the Board. The Board may, at its sole discretion, have the books and records evaluated at any other time. The result of any such evaluation shall be presented to the Board.
ARTICLE VIII. INDEMNIFICATION
The Foundation shall indemnify each member of the Board of Trustees, as described in Article V hereof, and each of its officers, as described in Article VI hereof, and its CEO, for the defense of civil or criminal actions, suits, or proceedings to the fullest extent permitted by the laws of the State of Ohio and under the Internal Revenue Code of 1986, as amended. Every reference herein to a Trustee of the Board or officer of the Foundation shall include every Board member and officer thereof and former Board member and officer. The right of indemnification herein provided shall be in addition to any and all rights to which any Board member, CEO, or officer of the Foundation might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights. The Board, at its sole discretion, may further authorize the indemnification of additional staff, provided it is covered by its Director’s and Officer’s insurance and otherwise permitted under the laws of the State of Ohio and the Internal Revenue Code of 1986, as amended.
ARTICLE IX. AMENDMENTS
These Bylaws or the Articles of Incorporation may be amended or repealed or new Bylaws adopted by an affirmative majority vote of the Board at any regular or special meeting of the Foundation, provided that notice of each proposed amendment shall have been sent to each Trustee at least 30 days prior to the date of the meeting. A provision of the Bylaws may be suspended by a majority vote of the Trustees present and voting at any duly called meeting. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted.
ARTICLE X. CONFLICTS OF INTEREST
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Trustee of the Organization 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 organizations.
Section 2: Definitions
ITEM A. Interested Person
Any Trustee, principal officer, or member of a committee with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
ITEM B. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
2) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 2, Item B, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.
Section 3. Procedures
ITEM A: Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Trustees and members of committees with governing Board delegated powers considering the proposed transaction or arrangement.
ITEM 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/she shall leave the governing 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.
ITEM C: Procedures for Addressing the Conflict of Interest
1) An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2) The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3) After exercising due diligence, the governing Board or committee shall determine whether the Organization 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.
4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the Organization’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.