BYLAWS OF ASHEVILLE WATCHDOG
a North Carolina Nonprofit Corporation,
NAME OF ORGANIZATION
The name of the corporation is Asheville Watchdog (hereinafter referred to as the “Corporation”), as set forth in the articles of incorporation dated as of March 27, 2020 (as amended or modified from time to time, the “Articles of Incorporation”).
The principal office of the Corporation in the State of North Carolina shall be located at such place as shall be lawfully designated by the board of directors of the Corporation (the “Board”). The Corporation may have such other offices, either within or without the State of North Carolina, as the Board may designate or as the affairs of the Corporation may require from time to time.
Section 1. Nonprofit Purpose
The Corporation is organized exclusively for charitable and/or religious purposes as specified in Section 501(c)(3) of the Internal Revenue Code as amended, or the corresponding provision of any future United States internal revenue law (the “Code”), 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 successor federal tax code.
In addition, the Corporation shall be organized and operated as a nonprofit corporation under the provisions of the North Carolina General Statutes Chapter 55A: North Carolina Nonprofit Corporation Act (hereinafter “NCNCA”).
Section 2. Specific Purpose
The Corporation is a nonprofit corporation organized exclusively for the following charitable and educational purposes, within the meaning of Section 501(c)(3) of the Code: (a) to operate a newspaper to further literature, education and public awareness through journalism; (b) to further other charitable purposes as may be determined by the Board of Directors (the “Board”); and (c) to conduct any lawful act or activity related to the foregoing that is consistent with the provisions of Code Section 501(c)(3). The Corporation at all times shall be operated exclusively for charitable purposes, including the making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3). All funds, whether income or principal and whether acquired by gift or contribution or otherwise, shall be devoted to the foregoing purposes.
Section 3. Governing Instruments
The corporation shall be governed by its Articles of Incorporation, these bylaws and policies and procedures.
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by the Board.
Section 2. Number and Tenure of Directors
The Board shall consist of a minimum of one and a maximum of nine persons. The Board initially shall have three directors (each individually an “Initial Director”). Each Initial Director shall serve for a one, two or three year term. Each director of the Corporation subsequently elected to the Board shall serve for a three year term, or until his or her successor has been elected and qualified. A director may serve a maximum of two consecutive terms. The number of directors may be changed at any time by a majority vote of the Board; provided, however, that no such change shall have the effect of shortening the term of a then incumbent director. Except as otherwise provided in this Article, each director’s term shall begin on the first day of the fiscal year following the meeting at which he or she was elected. A Director shall be eligible for reelection to succeed him or herself.
Section 3. Qualifications
Directors shall be natural persons who have attained the age of 18 years but need not be residents of the State of North Carolina.
Section 4. Election of Directors
Directors shall be elected by a majority of the directors present at a meeting duly called for such purpose at which a quorum is present, which meeting shall generally be held during the last quarter of each fiscal year of the Corporation.
Section 5. Regular Meetings
The Board shall hold regular meetings no less frequently than annually, at such time and place as the directors may agree. Notice of each regular meeting shall be given in the manner described in the Section of this Article entitled “Notice.” Notwithstanding the foregoing, the Board may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings without other notice than such resolution.
Section 6. Special Meetings
Special meetings of the Board may be called by or at the request of the Chair of the Board/President or any of the directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of North Carolina, as the place for holding any special meeting of the Board.
Section 7. Notice
Notice of regular meetings may be provided as determined by the board. Notice of any special meetings shall be given by written notice at least seven days in advance of such meeting and delivered in person, by facsimile, by electronic transmission or by leaving such notice at the place of business or residence of each director, or by written notice at least ten days by depositing such notice in the United States mail, postage prepaid, addressed to the director at his or her address as it appears on the records of the Corporation. Except as otherwise provided in these Bylaws, neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting. However, notice of special meetings must specify the date, time, and place of the meetings.
Section 8. Quorum
A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum or the refusal of any director present to vote.
Section 9. Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, the Articles of Incorporation or these Bylaws.
Section 10. Action Without a Meeting
Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors and included in the minutes filed with the corporate records reflecting the action taken. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date.
Section 11. Vacancies
Any vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. If the number of directors at any time is increased by action of the Board, the additional directors may be elected by a majority of the directors in office at the time of the increase. Any director elected to fill a vacancy shall begin serving upon election and shall serve the remainder of vacant term.
Section 12. Compensation
Directors shall not receive any stated compensation for their services. Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 13. Presumption of Assent
A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she objects at the beginning of the meeting (or promptly upon arrival) to having the meeting or transacting business at the meeting, his or her dissent is entered in the minutes of the meeting, or unless he or she files a written dissent to such action with the person acting as the presiding officer of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail or personal delivery to the presiding officer of the meeting immediately before adjournment or to the Corporation immediately after the adjournment of the meeting. This right to dissent shall not apply to a director who voted in favor of such action.
Section 14. Resignation
Any director of the Corporation may resign at any time by giving written notice to the Secretary of the Corporation. Any such resignation shall take effect upon delivery of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.
Section 15. Removal of Directors
A director may be removed from office upon more than two (2) unexcused absences from Board meetings (whether regular or special) in any fiscal year by a majority vote of the other directors. Any director may be removed from office for any reason whatsoever upon the affirmative vote of 2/3 of the remaining directors.
Section 16. Participation in Meetings by Conference Telephone
Members of the Board or any committee designated thereby may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.
Section 17. Chair and Vice-Chair of the Board
Section 1. Advisory and Ad-Hoc Committees
The Board of Directors may provide for such other committees, including committees, advisory groups, etc., consisting in whole or in part of persons who are not directors of the Corporation, as it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the Corporation or these Bylaws, as may be prescribed for it by the Board of Directors. Appointments to and the filling of vacancies on any such advisory or ad-hoc committees shall be made by the President of the Corporation, unless the Board of Directors otherwise provides. Any action by each such committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby.
Section 2. Term of Appointment
Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall resign or be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Chair
One member of each committee shall be appointed chair thereof by the President of the Corporation, unless the Board of Directors otherwise provides.
Section 4. Removal
Any committee member may be removed from serving on a committee by the Board whenever in its judgment the best interests of the Corporation will be served thereby.
Section 5. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules
Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these Bylaws or with rules or policies and procedures adopted by the Board of Directors.
Section 1. Principal and Other Officers
The principal officers of the Corporation shall be elected by the Board and shall include a President, Vice President, Secretary, Treasurer, and may include such other officers as the Board, in its discretion, deems necessary. Any number of offices may be held by the same person.
Section 2. Election of Officers; Term of Office
The officers of the Corporation shall be elected by the Board at each annual meeting of the Board. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation or removal in the manner provided below. If the Board fails to fill any office at the annual meeting, any vacancy in any office occurs or any office is newly created, such office may be filled at any regular or special meeting of the Board
Section 3. Delegation of Duties of Officers
The Board may delegate the duties and powers of any officer of the Corporation to any other officer or to any director for a specified period of time for any reason that the Board may deem sufficient.
Section 4. Removal of Officers or Agents
Any officer or agent of the Corporation may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of any officer or agent shall not of itself create contract rights.
Section 5. Resignation
Any officer may resign at any time by giving written notice of resignation to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect upon the sending of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.
Section 6. Vacancies
A vacancy in any office, whether due to death, resignation, removal, disqualification or otherwise, may be filled by the Board or any committee or officer to whom authority has been delegated by these Bylaws or by resolution of the Board.
Section 7. President
The President shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall have general supervision over the business and affairs of the Corporation. The President shall have all powers and duties usually incident to the office of chief executive officer, except as specifically limited by resolution of the Board. The President shall have authority to conduct all day-to-day, ordinary business on behalf of the corporation and may exercise and deliver on behalf of the corporation any contract, conveyance, or similar document not requiring approval by the Board. The President shall have such other powers and perform such other duties as may be assigned from time to time by the Board. Without limiting the generality of the foregoing, the President shall attend all meetings of the Board, for the purposes of reporting on the progress of the Corporation and answering questions from the directors.
Section 8. Secretary
The Secretary shall act as secretary of all meetings of the Board at which he or she is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall have all powers and duties usually incident to the office of secretary, except as specifically limited by a resolution of the Board. The Secretary shall have such other powers and perform such other duties as may be assigned from time to time by the Board or the President.
Section 9. Treasurer
The Treasurer shall have general supervision over the care and custody of the funds and the receipts and disbursements of the Corporation, shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositories as the Board may designate, and shall have supervision over the care and safekeeping of the securities of the Corporation. The Treasurer shall report to the Board at each regular meeting thereof. The Treasurer shall have all powers and duties usually incident to the office of treasurer, except as specifically limited by a resolution of the Board, including without limitation preparation of the budget, development of fundraising plans, and dissemination of financial information to the Board and the general public as appropriate. The Treasurer shall have such other powers and perform such other duties as may be assigned from time to time by the Board or the President.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Authorization
The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation and in such manner as determined from time to time by resolution of the Board.
All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be designated by any officer or agent of the Corporation to whom such power may be delegated by the Board.
Section 3. Acceptance of Gifts
The Board, or any officer or agent of the Corporation to whom such authority may be delegated by the Board, may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
At the direction of the directors, any officer or employee of the Corporation shall be bonded. The expense of furnishing any such bond shall be paid by the Corporation.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Limited Liability of Directors
The liability of the directors and officers of the Corporation shall be limited in accordance with the provisions of Sections G.S. 55A-8-30 and G.S. 55A-8-42 of the NCNCA, any other applicable provisions of federal and state law, and the Articles of Incorporation and these Bylaws.
To the fullest extent permitted by applicable law and the Articles of Incorporation, the Corporation shall indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he or she is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be made a party to:
Section 3. Advancement of Defense Costs
The Corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party or threatened to be made party to the proceeding upon submitting the affirmation and undertaking required by Section G.S. 55A-8-53 of the NCNCA.
Section 4. Indemnification of Officers
Officers of the Corporation shall be indemnified and their defense costs advanced to the same extent and on the same terms and conditions as directors.
Section 5. Success on Merits or Otherwise
To the extent that a person who is or was a director or officer of the Corporation, or of any other corporation, partnership, joint venture, trust or other enterprise with which he or she is or was serving in such capacity at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by such person in connection therewith.
Section 6. Applicable Standard
Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made: (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Any such determination shall be without prejudice to the rights of the director or officer to seek to enforce the Corporation’s obligations created by this Article and applicable law in a court of competent jurisdiction.
A director or officer shall give the Corporation notice, as promptly as reasonably practicable, of any claim as to which he or she desires to be indemnified or desires defense costs to be advanced; however, the failure to do so shall not preclude his or her rights under this Article unless and only to the extent that the Corporation’s own rights have been materially prejudiced. The Corporation shall not be obligated to pay for any settlement to which it has not consented, such consent not to be unreasonably withheld.
Section 8. Non-Exclusivity of Article
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, any statute, agreement, vote of members or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable.
The intent of this Article is to permit indemnification of directors of the Corporation to the fullest extent permitted by the NCNCA and to indemnify officers to the same extent as directors. If the NCNCA is amended to authorize additional or greater measures of indemnification of nonprofit corporation directors, then the obligations of the Corporation and the rights of the Corporation’s directors and officers shall, without further action by the Corporation or the Board, be increased to the further extent permitted by the amended NCNCA.
Section 11. Severability
The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.
Upon dissolution of the Corporation, the Board shall, after paying or making provision for payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation by distributing those assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for public charitable uses and purposes as shall at the time qualify as exempt from taxation under Code Section 501(c)(3), as the Board shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction for the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as the court shall determine, which are organized and operated exclusively for such purposes.
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the vote of majorityof the entire Board at any regular or special meeting; provided, however that no amendment or new Bylaw may be adopted that would cause the Corporation no longer to be qualified as an exempt organization described in Code Section 501(c)(3).
Section 1. Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and any committees thereof.
Section 2. Financial Reporting
The financial records of the organization are public information and shall be made available to board members.
Section 3. Fiscal Year
The fiscal year shall end on the last day of December in each year, or such other date as the Board may designate by resolution.
The affairs of the Corporation at all times shall be conducted in such a manner as to assure the Corporation’s status as an organization qualifying for exemption from taxation pursuant to Code Section 501(c)(3). The Corporation at all times shall be operated exclusively for charitable purposes, including the making of distributions to organizations that qualify as exempt organizations under IRC Section 501(c)(3). All funds, whether income or principal and whether acquired by gift or contribution or otherwise, shall be devoted to the purposes identified in these bylaws. The Corporation shall perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, to carry out any of the purposes of the Corporation, as set forth in the Articles of Incorporation and these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the NCNCA (subject to and within the limitations of Code Section 501(c)(3).)
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