Bylaws

BYLAWS OF PCNO, INC.  — Revised on April 14, 2019

ARTICLE I – PURPOSE & OFFICES

Section 1.1. Purpose. The purpose of the Corporation is to promote the journalism profession and provide opportunities for its Members to communicate and exchange information and participate in professional development through education and other self-improvement activities, striving to enhance the communities its Members serve.

Section 1.2. Principal office. The principal office of the Corporation shall be located in

Orleans Parish, Louisiana, at 846 Howard Avenue, New Orleans, Louisiana 70113. The Corporation shall maintain in the State of Louisiana a registered office and a registered agent. The registered office may be, but need not be, identical with the principal office in the State of Louisiana, and the address of the registered office may be changed from time to time by the Board of Directors. No personal mailing addresses may be used for PCNO mail.

Section 1.3. Other offices. The Corporation also may have offices in such other places, both within and without the State of Louisiana, as the Board of Directors may from time

Section 2.2. Categories. Each Member of the Corporation shall be designated as a Member of one of the following categories:

(a) News Media, Freelance, Blogger:: Journalists and photographers employed full time by a news gathering agency as a member of the working press and writers and photographers not employed full time, but primarily engaged in work for a news-gathering agency; or self-employed writers and photographers.

(c) Public Relations: Public relations practitioners employed by any recognized public relations firm, advertising firm or public relations department of any firm, corporation or business; full time freelance public relations practitioners; and other communications specialties as approved by the

Board of Directors.

(d) Education: Individuals employed in the educational field, limited to teachers and students who participate in journalism classes or extracurricular activities.

(e) Associate: Individuals who are not covered by other categories but are allied with the journalism profession, including sources, political, civic and business personalities.

Section 2.3. Application Process. Applications for membership or changes in membership

categories shall be reviewed and approved by the Membership Committee. Each Member must reapply for membership each year. Renewing Members must also be approved by the Membership Committee. Approval or denial of Members or their category designations is at the discretion of the Membership Committee.

Section 2.4. Approval of Members. The Board of Directors shall approve or veto all decisions by the Membership Committee. Final approval or denial of Members of their category designation is at the discretion of the Board of Directors.

Section 2.5. Expulsion of Members. The Board of Directors may expel any Member upon the affirmative vote of seven (7) of the Directors serving at such time.

Section 2.6. Membership Dues. Annual dues shall be determined and assessed by the Board of Directors for each calendar year. Dues are assigned by the Board of Directors for each separate membership category.

Section 2.7. Membership Term. Membership in the Corporation runs from January 1st

through December 31st of each calendar year. All current Members of the Corporation should be sent invoices requesting reapplication and payment of dues for the new calendar year based on the date they joined the Corporation. Membership renewals should be returned to the Corporation on or before January 31st of the new calendar year. A final notice will be sent to Members who have not yet renewed their membership on February 1st of the new calendar year.   Members who have not paid their dues by March 1st of the new calendar year will no longer be Members of the Corporation. Members who submit renewal applications between March 1st and December 31st of any calendar year will be subject to a late fee, as determined by the Board of Directors for each calendar year. Pro-rated membership dues will not be offered. The Board of Directors, in its discretion, may choose to link the March 1st deadline with another event deadline to streamline the paperwork process, but not beyond April 1st.

Section 2.8. Membership Meetings. Meetings of the Members of the Corporation shall be held at least once per calendar year. A meeting of the Members may be called by the President upon seven (7) days’ notice to the Members by email and by posting notice to the Corporation’s website.

Section 2.9. Special Meetings. Ten percent (10%) of the total current Members, as listed on the Corporation’s website, may sign a petition to call a special membership meeting for any purpose. Membership meetings that include elections, no-confidence votes or changes to the Articles of Incorporation to time determine. or the By-Laws of the Corporation require that the action item be emailed to each Member at least seven (7) days in advance of such meeting and that it be posted to the Corporation’s website. The President, 1st VP or Secretary shall provide such notice and make such posting. For such special meeting, ten percent (10%) of the total current Members, as listed on the Corporation’s website, shall constitute a quorum. If a quorum is present, a two-thirds (2/3) majority of those present is needed to amend the By-Laws or the Articles of Incorporation of the Corporation or to approve a no-confidence vote. Members must be present to vote. No amendments to any proposal may be made at a meeting of the Members. If an amendment is proposed, a new meeting date must be set, with notice sent to all Members as set forth above.

 ARTICLE III– DIRECTORS

Section 3.1. General. The property and corporate powers and management of the Corporation shall be vested in a Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the Members. The Directors shall set the dates and times for all regular Members’ and Directors’ meetings.

Section 3.2. Number of Directors. The Board shall consist of twelve (12) Directors, including eleven (11) of the Directors elected to the Board by the Members and one (1) Director who shall be the immediate past President of the Corporation. The immediate past President of the Corporation shall serve as a Director until the current President retires or is unseated. If the President of the Corporation is removed from his or her office by a no-confidence vote by the Members, the current past President will continue as a Director. A President removed in mid-term by the Members is prohibited from holding the Director position held by the past President. If the immediate past President of the Corporation is a Member in the education membership category, then the eleven (11) Directors elected by the Members shall include six (6) Directors elected from the news media membership category and five (5) Directors elected from the public relations membership category. If the immediate past President of the Corporation is a Member in the news media membership category, then the eleven (11) Directors elected by the Members shall include five (5) Directors elected from the news media membership category, five (5) Directors elected from the public relations membership category and one (1) Director elected from the education membership category. No single employer or organization may be represented on the Board of Directors by more than two (2) Directors.

Section 3.3. Nominations for Elections. Between May 1st and May 7th every two years, unless a seat is vacant, the Corporation shall open the nominating process for President, First Vice President, Second Vice President and Directors. Notice will be sent to all Members via email and shall be posted on the Corporation’s website. A Member of the appropriate membership category may nominate himself or herself for consideration as President, First Vice President, Second Vice President or Director. Each nominee must indicate the position he or she is seeking (whether President, First Vice President, Second Vice President or Director) and his or her qualifying membership category (whether news media, public relations or education). Nominees seeking election as a news media or education Member must indicate whether they are nominating themselves for the office of President, First Vice President or Director. Nominees seeking election as a public relations Member must indicate whether they are nominating themselves for Second Vice President or Director. Nominees must submit their nominations via email to the chairman of the Membership Committee. Nominations will not be accepted after May 14th every two years, or unless a seat is vacant.

Section 3.4. Nomination Review & Finalization of Candidates. Upon closing of the nomination period, the chairman of the Membership Committee shall submit a list of nominees to the Membership Committee. Between May 14th and May 29th of each calendar year, the Membership Committee shall verify all nominees have paid dues for such calendar year and have presented their membership category accurately. The Membership Committee shall meet in closed session and discuss nominations in order to present a slate of recommendations for President, First Vice President, Second Vice President and Directors for the next term by voting on its recommendations (in closed session) in the following order: (1) President; (2) First Vice President; (3) Second Vice President; (4) News Media Directors; (5) Education Director (if any); and (6) Public Relations Directors.

Section 3.5. Presentation of Candidates. By May 31st, the chairman of the Membership Committee shall email Members with the list of nominees and the Membership Committee’s recommendations, as determined in closed session by the Membership Committee, which list and recommendations also shall be posted on the Corporation’s website. The nominees shall be listed in the following order: (1) Candidates for President; (2) Candidates for First Vice President; (3) Candidates for Second Vice President; (4) News Media Candidates for Director; (5) Education Candidates for Director (if applicable) ; and (6) Public Relations Candidates for Director. The list of nominees in each category shall be listed in the following order: (1) The nominee(s) recommended by the Membership Committee shall be listed first, in alphabetical order by last name if more than one; (2) Current Directors who are not recommended by the Membership Committee shall be listed second, in alphabetical order by last name if more than one; (3) The remaining nominees will be listed third, in alphabetical order by last name if more than one. Each nominee shall be listed by the name he or she submitted with his or her nomination. The nominee’s title and employer shall be listed also. If the nominee is recommended by the Membership Committee, a textual note shall be included to that effect. If the nominee is a current Director or Officer, a textual note detailing his or her current position shall be included to that effect.

Section 3.6. Election. A membership meeting shall be held between June 7th and June 30th of each calendar year. At such meeting, those Members present shall constitute a quorum for the election process. Only those Members present at such election meeting shall be eligible to vote. The President and the chairman of the Membership Committee shall address the Members. The chairman of the Membership Committee shall present the list of recommended nominees to the Members, followed by the Members being allowed to ask questions of the President and the chairman of the Membership Committee. Each nominee shall be allowed to speak to the Members. The chairman of the Membership Committee may designate a time limit. After conclusion of questions and presentations, the Members shall vote by paper ballots. Each ballot shall contain the same information previously emailed to the Members by the Membership Committee regarding the nominees. After completion of his or her ballot, each Member shall submit it to the ballot verification team.

Section 3.7. Ballot Verification Team. The ballot verification team is selected by the chairman of the Membership Committee and shall be comprised of (1) a current Director; (2) a Member who is not a current Director but who is seeking office as an Officer or Director; and (3) a Member who is not seeking office as an Officer or Director. Any current Director may object to the composition of the ballot verification tem and request that a new ballot verification team be selected. If a suitable ballot verification team cannot be selected without the objection of a current Director, the Board of Directors, by majority vote, shall elect a ballot verification team comprised of (1) a current Director; (2) a Member who is not a current Director but who is seeking office as an Officer or Director; and (3) a Member who is not seeking office as an Officer or Director. The ballot verification team shall verify the Member submitting a ballot is a Member who has paid current dues and has submitted only one (1) ballot.

Section 3.8. Ballot Counting Team. A ballot counting team shall count the ballots. The ballot counting team shall be selected by the chairman of the Membership Committee and shall be comprised of (1) a current Director; (2) a Member who is not a current Director but who is seeking office as an Officer or Director; and (3) a Member who is not seeking office as an Officer or Director. Any current Director may object to the composition of the ballot counting team and request that a new ballot counting team be selected. If a suitable ballot counting team cannot be selected without the objection of a current Director, the Board of Directors, by majority vote, shall elect a ballot counting team comprised of (1) a current Director; (2) a Member who is not a current Director but who is seeking office as an Officer or Director; and (3) a Member who is not seeking office as an Officer or Director.

Section 3.9. Determination of Election Results. The ballot counting team shall count the votes and determine the winners in each category using the following criteria:

(a) For the offices of President, First Vice President, Second Vice President and Education Director (if any), the winner is the nominee with the most votes. In the case of a tie, Members shall vote again, with such vote limited to the two (2) nominees who received the highest (and same) number of votes in the initial election. If there is a second tie, then only the Membership Committee shall vote. If the vote of the Membership Committee also results in a tie, the chairman of the Membership Committee will cast the final tie-breaking vote.

(b) For the positions of news media Directors, the winners shall be those nominees with the highest vote totals, with the number of winners determined by the number of news media Director vacancies being filled (depending on the category of the past President). In the case of a tie, Members shall vote again, with only the tied nominees being eligible to receive votes. Tie-breaking votes by the Members shall continue, if needed, until only two (2) nominees remain tied. At that point, only the Membership Committee

will vote. If the vote of the Membership Committee also results in a tie, the chairman of the Membership Committee will cast the final tie-breaking vote.

(c) For the positions of public relations Directors, the winners shall be those nominees with the highest vote totals, with the number of winners determined by the number of new public relations Director vacancies being filled. In the case of a tie, Members shall vote again. Tie-breaking votes by the Members shall continue, if needed, until only two (2) nominees remain tied. At that point, only the Membership Committee will vote. If the vote of the Membership Committee also results in a tie, the chairman of the Membership Committee will cast the final tie-breaking vote. After all ballots are counted and results are determined, such results shall be announced immediately. Newly elected Officers and Directors shall be installed at the July meeting of the Board of Directors.

Section 3.10. Vacancies. If a Director dies, resigns, or is removed, then the chairman of the Membership Committee shall send notice to all Members soliciting nominations for the open position. Members shall be given fourteen (14) days to submit his or her nomination of himself or herself to the chairman of the Membership Committee. After nominations are submitted, the chairman of the Membership Committee shall verify that all nominees have paid dues for the current year and meet the criteria for the vacant Director’s position within seven (7) days. After such verification, a special meeting shall be called to elect a Director to fill the vacant position. Such special meeting shall occur no later than thirty (30) days after the vacancy occurred. The election procedure for normal annual elections shall be followed for the special election.

Section 3.11. Resignation and Removal. The following provisions shall apply:

(a) If a Director no longer meets the established criteria for his or her Director’s position, the Board of Directors, at its next regular meeting, shall vote on whether the Director may remain on the Board of Directors. Seven (7) affirmative votes of the Directors shall be required for removal of a Director. A vote for removal of a Director is binding and does not require the approval of the Members. (b)    Any Officer or Director may be removed at any time by the affirmative vote of two-thirds (2/3) of the Members present at a Members’ meeting called for that purpose.

(c) Any Director who is absent from three (3) consecutive Board Directors’ meetings without just case, as determined by the Board of Directors, may be removed from the Board of Directors by a no-confidence vote. A majority of the Board of Directors must conclude that the Director has been absent without just cause. Then, a majority of the Board of Directors must vote to subject such Director to a no-confidence/removal vote. If a majority of the Board of Directors affirmatively votes to subject such Director to a no-confidence/removal vote, a special Members’ meeting shall be called, with notice sent by email to all Members and posted to the Corporation’s website at least seven (7) days in advance. A majority vote of the Members present at such special meeting shall be required to remove such Director from office.

(d) A Director shall be deemed to resign, and any third party shall be entitled to rely upon any of the following documents in conclusive presumption that such individual has resigned from such office: written resignation executed by such individual, or by such individual’s agent under attached original or true copy of durable general power of attorney from such individual to such agent; or certified copy of judgment adjudicating such individual as incompetent or unable to manage his or her affairs or to administer his or her estate.

Section 3.12. Meetings of the Board. The Directors of the Corporation may hold their

meetings, both regular and special, either within or without the State of Louisiana, pursuant to the following provisions:

(a) Regular meeting. Regular meetings of the Board of Directors shall be held at least monthly at such times and places as the Board of Directors shall determine. A regular annual meeting of the Board of Directors shall be held on the first Monday in December in each year, or, if such day is not a business day, on the next business day, at the corporation’s principal offices, or at such other place and time as may be designated by the President.

(b) Special meetings. Special meetings of the Board may be called by the President or First Vice President on forty-eight (48) hours’ notice by email to each Director; special meetings shall be called in like manner and on like notice on the written request of any two (2) Directors. The persons authorized to call special meetings of the Board may fix any place for the holding of any special meeting of the Board called by them.

(c) Quorum. At all meetings of the Board, seven (7) Directors shall constitute a quorum for transaction of business.     If less than such quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice until a quorum is present. (d)         Vote. The affirmative vote of a majority of the Directors present at a Directors’ meeting where the quorum is met shall be required for any act of the Board of Directors, unless otherwise specified herein.

(e) Compensation. No Director or Officer of the Corporation shall receive compensation for serving as such.

(f) Designation of Committees. Each Director shall serve as the chairman of or on a committee. The President shall serve as the chairman of the Executive Committee, which shall include the First Vice President, the Second Vice President and at least two (2) other Directors selected by the President. All committees shall be comprised of at least five (5) Members. The chairman of each committee is selected by the President at the first Board of Directors’ meeting of the newly elected Board of Directors. The remaining committee members shall be appointed by the President. There shall be eleven (11) committees in addition to the Executive Committee, as follows: (1) Finance Committee; (2) Communications Committee; (3) Membership Committee; (4) Events, Professional Development and Fundraising Committee; (5) Awards Committee; and (6) Scholarship and Education Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the corporation, which, to the extent provided in said resolution, shall have and may exercise the powers of the Board of Directors in the management of the corporation. Any such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

ARTICLE IV — OFFICERS

Section 4.1. Designation. The officers of this corporation shall consist of a President, a First Vice President, a Second Vice President, an Executive Secretary and a Treasurer.

Section 4.2. Election. The Members shall elect the President, the First Vice President and the Second Vice President, pursuant to the provisions set forth above. The Board of Directors at its first meeting after such annual election of the Officers and Directors shall choose a Treasurer.

Section 4.3. Agents. The Board may appoint such agents on behalf of the corporation as it shall deem necessary, for such terms and to exercise such powers and perform such duties as shall be determined from time to time by the Board, and not conflicting with these By-Laws or the Articles of Incorporation.

Section 4.4 President, First Vice President and Second Vice President. The President and First Vice President shall be a Member of the Corporation classified as a news media or education member. The Second Vice President shall be a Member of the Corporation classified as a public relations member. It shall be the duty of the President to preside over all Board meetings, sign all corporate documents and notices, and carry out all policies set by the Members. Subject to the control of the Board of Directors, he/she shall also in general supervise and control of the activities of the Corporation. He/She shall have general and active management of the business of the Corporation and shall see that all activities and resolutions of the Board are carried into effect. He/She shall, in general, perform all duties incident to the office of President and such other duties as from time to time may be assigned to him/her by the Board of Directors. The First Vice President and Second Vice President, in that order, shall perform the functions of the President when he or she is absent. When a vacancy occurs in the office of President, the Board of Directors will vote by simple majority to appoint a news media or education Director as President. Such vote shall be completed within thirty (30) days of the President’s resignation or removal. When the First Vice President or Second Vice President vacates or is removed from office, the chairman of the Membership Committee shall send out a notice to all Members soliciting nominations for the open position. Such notice shall be emailed to all Members and posted on the Corporation’s website. Members who have paid dues for such year and qualify for the vacant position shall have fourteen (14) days to submit his or her nomination of himself or herself to the chairman of the Membership Committee. A Director of the appropriate membership category who is not already a Vice-President may nominate himself or herself for the vacant position. The President may choose, in his or her discretion, not to hold a special election to fill a vacant Vice Presidential position.

Section 4.5 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He/She also will perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. He/She shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and he/she shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her transactions as Treasurer, and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board, and at the expense of the Corporation, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation. The Treasurer shall serve as the chairman of the Finance Committee and shall oversee the collection of all membership dues.

ARTICLE V — INDEMNIFICATION

Indemnification provisions are set forth in the Articles of Incorporation of the corporation.

ARTICLE VI — DISSOLUTION

The power to dissolve or liquidate this corporation shall be vested in the Board of Directors subject to the provisions of the Articles of Incorporation and applicable state law.

ARTICLE VII — CONFLICTS OF INTEREST

Section 7.1 Purpose. The purpose of the Conflicts of Interest provisions set forth in this

Article VII is for this Corporation to qualify, or continue to qualify as an exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Member, officer or Director of the Corporation or might result in a possible excess benefit transaction. However, if there is any conflict between these provisions of Article VII, on the one hand, and any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations, on the other hand, such conflicting provisions of Article VII shall be disregarded and severed, and the provisions of any applicable state and federal laws shall govern, control and prevail.

Section 7.2 Definitions. The following words and terms shall have the following meanings:

  • Interested Person” means any Member, Director, 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 pers
  • Financial Interest” means a interest which a person has 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) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest. Under Article VII, Section 3(b), 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.
  • (c) “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Section 7.3 Procedures.

(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 Directors and Members of committees with governing board delegated powers 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/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.

(c) Procedures For Addressing the Conflict of Interest. (a) 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; (b) 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; (c) after exercising due diligence, the governing 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; and (d) 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 Directors 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.

Section 7.4 Violations of Conflicts of Interest Provisions. If the governing 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. If, after hearing the Member’s response and after making further investigation as warranted by the circumstances, the governing 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 7.5 Records of Proceedings. The minutes of the governing 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 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed; and (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 7.6 Compensation. A voting Member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Member’s compensation. A voting 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 that Member’s compensation. No voting Member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 7.7 Annual Statement. Each Member, Director, principal officer and Member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: (a) has received a copy of these Conflicts of Interest provisions; (b) has read and understands these Conflicts of Interest provisions; (c) has agreed to comply with these Conflicts of Interest provisions; 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 7.8 Periodic Review. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted, that, at a minimum, shall include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to these Conflicts of Interest provisions, 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 in an excess benefit transaction. When conducting such periodic reviews, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE VIII — MISCELLANEOUS

Section 8.1. Check Writing Authority. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the President or the Board of Directors from time to time designates.

Section 8.2 Counterparts. These By-Laws may be executed in one or more counterparts. Each counterpart shall be an original. All the counterparts together shall constitute but one and the same instrument, binding upon all Directors, notwithstanding that all the Directors may not have executed the same counterpart.

Section 8.3 Equal Opportunity. The Corporation is committed to providing equal employment opportunity to all employees, all applicants for employment, all applicants for, and recipients of, grants and loans to be awarded by the Corporation, in accordance with all applicable equal opportunity. and affirmative action laws, directives and regulations of Federal, State and Local governing bodies and agencies thereof. In keeping with this commitment the Corporation will recruit, hire, train and promote into all job levels the most qualified individuals, and will award grants and loans without regard to the race, color, creed, religion, sex, national origin, ancestry, marital status, status with regard to public assistance, disability, age, sexual orientation or affectional preference, military status, or status as a special disabled or Vietnam era veteran of the applicant, grant or loan recipient, or employee. The Corporation will prohibit harassment against any applicant, grant or loan recipient, or employee who is a member of one of these groups.

ARTICLE IX — AMENDMENTS

These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the written proposal of seven (7) Directors or by ten percent (10%) of the current Members, as listed on the Corporation’s website. Such proposal(s) shall be emailed to the Members for review seven (7) days prior to the Members’ meeting at which the proposal will be voted upon. Such proposal shall be posted to the Corporation’s website as well. The results of the vote shall be announced to the Members immediately after the vote. Notwithstanding the above, no such amendment shall be permitted to the extent it would cause the Corporation to cease to qualify, or continue to qualify, as an organization exempt from federal income taxation under Section 501(c)(3) of the Code or the corresponding provisions of law subsequently adopted.

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