Formally adopted by the Board on July 18, 2019
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is mediastudies.press
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
mediastudies.press is an open access, scholar-led publisher for the media and communication studies fields. The press publishes living works, with iterative updates stitched into its process, and encourages multi-modal submissions that reflect the mediated environments that media scholars study. Publishing with mediastudies.press is free on principle: The organization's aim is to demonstrate, on a small scale, an open access publishing model supported by libraries rather than author fees. mediastudies.press publishes singles--standalone works like monographs--as well as serials.
ARTICLE III. MEMBERSHIP
The membership of the corporation shall consist of the members of the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no fewer than three (3) nor more than fifteen (15) including the following officers: the President, the Vice President, and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Academic Advisory Board must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or Academic Advisory Board, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
Each member of the Board of Directors shall attend at least one (1) annual meeting of the Board per year.
Section 3. Annual Meeting
An annual meeting of the Board of Directors shall be held at a time and day in each calendar year designated by the Board of Directors. Notice of the meeting shall be sent to all members of the Board of Directors no fewer than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person or remotely, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article. The President shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Academic Advisory Board
An Academic Advisory Board may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at meetings of the Board. Academic Advisory Board members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Academic Advisory Board shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert's Rules of Order.
Section 13. Removal
Any member of the Board of Directors or members of the Academic Advisory Board may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 13 of this Article.
ARTICLE V. OFFICERS
The officers of this Board shall be the President, Vice President, and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
- He/She shall preside at all meetings of the Board.
- He/She shall have general and active management of the business of this Board.
- He/She shall see that all orders and resolutions of the Board are brought to the Board.
- He/She shall have general superintendence and direction of all other officers of this Corporation and see that their duties are properly performed.
- He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
- He/She shall record all votes and minutes of all proceedings in a record to be kept for that purpose.
Section 2. Vice President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.
Section 3. Treasurer
The Treasurer shall attend all meetings of the Board, and assisted by a staff member, will act as a clerk thereof. The Treasurer's duties shall consist of:
- He/She shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meeting, and from time to time, shall report to the Board all matters that may affect this program.
Section 4. Election of Officers
The Board shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board. The election shall be held at the annual meeting of the Board. Those officers elected shall serve a term of two (2) years, commencing at the conclusion of the meeting.
Section 5. Removal of Officer
The Board of Directors with the concurrence of two-thirds (2/3) of the members voting at the meeting may remove any officer of the Board and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 6. Vacancies
The President shall be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VI. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed, such as fundraising, public relations, data collection, etc. The President appoints all committee chairs.
ARTICLE VII. CORPORATE STAFF
Section 1: Executive Director
The Board of Directors may hire an Executive Director (or "Director") who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director's supervision, and perform such additional duties as may be directed by the Board of Directors. The Executive Director shall make such reports at the annual Board meeting as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees.
The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of two-thirds (2/3) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE VIII. Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Corporation) 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 organizations.
Section 2: 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:
- An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
- A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
- 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.
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. 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
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 Board-delegated powers considering the proposed transaction or arrangement.
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.
Procedures for Addressing the Conflict of Interest
- 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.
- The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- 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.
- 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 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.
Violations of the Conflicts of Interest Policy
- 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.
- 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 4. Records of Proceedings
The minutes of the Board and all committees with Board-delegated powers shall contain:
- 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 governing Board's or committee's decision as to whether a conflict of interest in fact existed.
- 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 5. Compensation
A voting member of the 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 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 6. Annual Statements
Each Director, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- 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. Periodic Reviews
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. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations 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 in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, 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. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of Pennsylvania, the Corporation shall indemnify any Director, officer, employee, or agent, or former member, Director, officer, employee, or agent of the corporation, or any person who may have served at the Corporation's request as a Director or officer of another corporation (each of the foregoing members, Directors, officers, employees, agents, and persons is referred to in this Article individually as an "indemnitee"), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, Director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, Director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE X. BOOKS AND RECORDS
The Corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XI. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Director at least three (3) days in advance of such a meeting if delivered personally or by email or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article V of the Articles shall require the affirmative vote of all Directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of Directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of Directors.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this XX day of XX, 20XX.
________________________________________ Jefferson Pooley, President, mediastudies.press
___________________________________________ David W. Park, Vice President, mediastudies.press
________________________________________ John L. Sullivan, Treasurer, mediastudies.press