Incorporation/Bylaws

LIBRENEWS FOUNDATION BYLAWS

Article I ~ Name

The name of this corporation (hereinafter referred to as the Foundation) shall be LibreNews Foundation.

Article II ~ Purpose

The purposes of the Foundation shall be:

• to create the best sources for independent, not-for-profit journalism
• to create forums where people can discuss, and review any topic
• to be an advocate for freedom of press, freedom of speech, and digital rights
• to improve the dissemination of news to the general public
• to help promote awareness of issues and challenges facing the aforementioned items.
• to provide a legal basis for member sites which promote the purposes of the Foundation

Article III ~ Definitions

Terms in this document have the following meaning.

• Account - [NOTE: cannot be "Under uncle Ed's mattress; how to define?] A savings or checking account at a Licensed Institution (Federal or State Bank or Credit Union.)
• Board Member - Someone who holds an office in the Foundation.
• Board of Directors - Is comprised of all of the Board Members.
• Business Day - Any calendar weekday (Monday, Tuesday, Wednesday, Thursday, or Friday) that is also not one of the ten (10) official Federal holiday as defined in "Title 5 U.S. Code § 6103 - Holidays":
  • New Year’s Day, January 1.
  • Birthday of Martin Luther King, Jr., the third Monday in January.
  • Washington’s Birthday, the third Monday in February.
  • Memorial Day, the last Monday in May.
  • Independence Day, July 4.
  • Labor Day, the first Monday in September.
  • Columbus Day, the second Monday in October.
  • Veterans Day, November 11.
  • Thanksgiving Day, the fourth Thursday in November.
  • Christmas Day, December 25.
• Majority Vote - Strictly greater than exactly fifty (50) percent of those voting.
• Member Site - A semi-autonomous organization that exists to promote the goals and objectives of the Foundation. Member sites operate under a charter ratified by the Board of Directors. Such objectives shall be in line with the purposes of the Foundation.
• Quorum - At least two-thirds (2/3) of the designated members.

Article IV ~ Membership

At the time of incorporation, the Foundation shall have no Board Members.

Article V ~ Member Sites

Section 1 - Creation of a Member Site

Voting for a new Member Site requires a majority vote of voting members present at a Board Meeting. New Member Sites may be proposed either by a Board Member or by an independent organization. Such proposals must be submitted to the Secretary, in writing, at least ten (10) business days prior to the Foundation Board meeting in which it is to be discussed/voted.

Section 2 - Member Site Charter

Each Member Site shall draft and present the Board of Directors with a charter that defines their operational procedures, and specific objectives. This charter shall include the following:
ISSUE: what do we do about the site amending their charter after becoming a member
ISSUE: how do we deal with disputes over the site charter between the board and the site's owners.
Suggested resolution to both issues: Amendments to a member site's charter must be approved by the Foundation Board

• Name of the member site
• Specific objectives of the member site
• Operating staff positions of the member site
• Projected operating budget
• Method of Dissolution

Each Member Site shall appoint a member of its staff to represent it at Foundation meetings, and to raise issues regarding that Member Site.
ISSUE: Does the staff member have a[n equal] vote at Foundation meetings?

Section 3 - Division of Income

A member site may raise funds via any means legal within the State of New Hampshire, and in accordance with both its charter and these bylaws. Money raised by a member site shall be deposited in an account designated by the Treasurer, and be divided in the following matter

• 10% of incoming funds shall be placed in account designated as "Available Funds" for a member site to use freely towards the benefit of their objectives.
• 10% of incoming funds shall be placed in the main account for the Foundation, to provide funding for Foundation activities.
• The remaining 80% shall be placed in trust between a member-site and the Foundation

The division of funds may be changed via agreement between the Board of Directors, and the operating staff of a Member Site.

Section 4 - Trust Funds

Each site's trust fund is money that set aside for the use of the Member Site that raised it. Funds in trust are reserved for the member site that raised it, but the Board of Directors may, at their discretion, leverage funds against trust accounts for the benefit of the Foundation as a whole. Staff from a member site may request access to funds in their trust for any purpose by submitting a request to the Secretary.

Requests may be one-time (i.e. purchase order), or in perpetuity (i.e., hosting expenses, employee salaries), and shall be submitted to the Treasurer any time up to ten (10) business days prior to the meeting at which they are to be raised. Assuming available funding, requests shall be approved unless there is any legal, pressing, or overwhelming reason(s) for such a request to be denied. In the case that the Treasurer determines a request for funds should be denied, the decision will be brought before the board to vote on at the next meeting.

Upon approval, funds shall be transferred to the Member Site's available funds, for use in the matter the request approved for.

Section 5 - Expenditure of Funds

Member Sites must maintain a record of use of all expenditures, and submit such records to the Treasurer, to be documented as part of the general expenditures of the Foundation. All expenditures of funds shall only be used to further the objectives of a member site, or the Fondation as a whole, and must meet the requirements set by these bylaws.

Section 6 - Employment by Member Sites

Member sites may, if they choose, hire full or part time employees to conduct duties including, but not limited to, site operation and maintainance, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position. A Member Site must have funds available to cover the position through a combination of their trust fund, petty cash, and based on their current revenue stream.

For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.

Upon receiving a request, funds shall be transferred to the Foundation's account and the Foundation shall open a hiring requisition for the position, prudent to all rules and regulations in the State of New Hampshire and the United States Department of Labor. The Foundation in accordance with the Member Site shall select a candidate and make an offer of employment on behalf of a member site. A Member Site may withdraw their request for a paid position at any time; the Foundation shall return funds withdrawn from a member site account within ten (10) business days of the position being withdrawn.

Member sites may include paid employees within their organizational charts as they see fit. Employees of a member site are employees of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All Employees are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.
NOTE: "Employee" has a specific legal meaning and requirements (i.e. tax withholding, worker's comp insurance, possible overtime pay, etc.)
QUESTION: Are contractors (i.e. paid under a form 1099) allowed?

Section 7 - Dissolution

A Member Site may be dissolved by either its own operating staff, or by the Board of Directors by majority vote if just cause exists. Upon dissolution, all assets operated by a member site shall immediately be controlled by the Board of Directors. ISSUE: why should foundation dissolve a member site. This can be abused to steal their funds. This should only be done when a site is essentially dead (i.e. no contact by the site's admins, or when there is an issue like the member site is knowingly hosting illegal stuff like CP).

ISSUE: how does a site unjoin the foundation and what happens to their funds. Should they be returned with a small maintenance fee removed?

Article VI ~ Board of Directors

ISSUE: no mention on how to become a board member, term lengths, and such. Also weather the member site's representative is a board member or just a non-voting attendee. Are Officers members of the board upon being voted on if they are not already board members. do we have members-at-large and do they have voting rights (i.e. community members that are part of the board for a period of time)

Section 1 - List of Offices

The officers of this association shall be:

• President
• Vice-President
• Secretary
• Treasurer

Section 2 - Term Lengths

Officers shall be elected by majority vote of the board present at the annual meeting for the term of two years.

Section 3 - Term Start

The term of officers so elected shall begin with the next meeting following the annual meeting, and shall continue until their successors take office (following an election).

Section 4 - Vacancies

A vacancy in any office shall be filled for the remainder of the term through appointment by the remaining officers, pending ratification by the membership at the next meeting.

Section 5 - General

The Board will determine the rules of its proceedings.

Section VII ~ Duties of Officers

President

The President shall be responsible for the following:

• serve as the primary channel of communication with the Foundation and Member Sites.
• facilitate the appointment of committees and ensure that the goals and purposes of the Foundation are realized.
• have the power to pursue resources, pending ratification by the board of directors.

Vice-President

The Vice-President shall act in the capacity of the President in the President’s absence.

Secretary

The Secretary shall be responsible for the following:

• record attendance, take the minutes of all meetings, and maintain a file of meeting minutes for reference at future meetings.
• conduct necessary correspondence for the Foundation
• receive all petitions and notices from the general public and member sites to be discussed during the next meeting

Treasurer

The Treasurer shall be responsible for the following:

• collection, safekeeping, and disbursement of all funds and assets
• keep and maintain financial records of all financial transactions of the Foundation.
• keep records of all Member Site accounts.
• submit a financial accounting of the association’s transactions and financial status at the montly meeting and at other times when requested.
• assist any necessary documents for the IRS and the New Hampshire Attorney General related to the finances of the association.

Article VIII ~ Meetings

Section 1 - Frequency

Meetings of the Foundation shall be held monthly unless otherwise voted by the board of directors.

Section 2 - Quorum

Business can be conducted if a quorum is present. A quorum shall be defined as 2/3rds of officers with voting powers.

Section 3 - Special Meetings

Special meetings of the Foundation may be called at any time by the President or by two officers of the Foundation. Special meetings are meant for dealing with matters that can not wait until the general general meeting, and shall be limited to the specific topic that necessitated the meeting. Special meetings may be closed or open, as per Section 4 of this article.

Section 4 - Open/Closed Meetings

Meetings shall be open to the public unless voted otherwise by the Board of Directors. Closed meetings shall only be used to discuss confidential or sensitive information related to Foundation business, or when public disclosure is against the Foundations best interest. Meetings may be closed at any time by majority vote. Alternatively, a closed meeting may be scheduled in advance by the President, or two officers of the Foundation.

Section 5 - Location Of Meetings

Regular business meetings of the Foundation shall be conducted on IRC and be open to the general public. Such information shall be posted on the Foundation's web site, with the time, location, and access means for which the general public join. Closed meetings may be held in any venue considered secure for the contents of said meeting. Special meetings may be conducted in any matter that is practical given the subject matter.

Section 6 - Minutes

It shall be the duty of the Secretary to keep the minutes of all meetings. Should the Secretary be unavailable for a meeting, this duty shall pass to an officer selected by the President. Minutes for open (general or special) meetings shall published within ten (10) business days of the conclusion of that meeting. Closed meetings shall have minutes kept in the same matter, but dissemination shall be limited to the board of directors, and revelent parties.

Section 7 - Notification

Meeting dates shall be posted publicly, on the Foundation's web site, with at least ten (10) business days advance notice before the meeting date.

Article IX ~ Funds and Liability

Section 1 - Receivership of Funds

Funds received to the Foundation via a Member Site shall be divided as per the Member Site section of these bylaws. The Treasurer is responsible that funds are properly divided between the Foundation's account, and those of each Member Site.

Section 2 - Depositories

The Board of Directors shall determine what depositories shall be used by the Corporation as long as such depositories are located within the State of New Hampshire and are authorized to transact business by the State of New Hampshire and are federally insured. All checks and orders for the payment of money from said depository shall be signed such signatories as have been authorized and required in advance by the Board of Directors.

Section 3 - Records

Adequate records of accounts shall be maintained by the Treasurer. Records shall include (but not be limited to):

• Total Funds Received
• Balance of Member Site Accounts, and trusts
• Balance of Foundation Accounts
• Expected expenses (including recurring and one-time)

Such records shall be posted at the next meeting of the Foundation, and shall be available for public viewing.

Section 4 - Trust Funds

Should the Foundation's primary account be unable to cover costs and expenses, the Board of Directors may use money within Member Site's Trust Funds for the Foundation's operating expenses. The President shall notify all member sites in advance before Trust Funds are leveraged, with accounting how much shall be used, and for what reasons. The Treasurer shall transfer money within ten (10) business days from the notification.

Section 5 - Fiscal Year

The fiscal year shall be January 1 through December 31. The fiscal year may be changed by the Board of Directors without amending these bylaws.

Article X ~ Amendments

These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a majority vote of the board of directors. question: should this be 2/3rds?