NAME AND PURPOSE:
Section 1:01: Name: The name of the organization is Oklahoma Watch, Inc.
Section 1:02: Purpose: The corporation is organized and will be operated exclusively for informational, educational and charitable purposes for the purpose of producing the highest quality investigative and in-depth reporting to inform the public on important community and public-policy issues, at times in collaboration with other news organizations and institutions of higher education.
Section 1:03: The corporation is organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”). The corporation will refrain from carrying on any activities not permitted to be conducted (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (2) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), 2106(a)(2)(A)(ii), 2522(a)(2), or 2522(b)(2) of the Code.
Section 1:04: Except as permitted by law, no substantial part of the activities of the corporation will consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. The corporation shall adhere to a version of the Society of Professional Journalists’ Code of Ethics and shall maintain membership in the Institute for Nonprofit News, a 501(c)(3) tax-exempt nonprofit association of journalism organizations, all of them nonprofits, which requires its members to follow a set of detailed rules and best practices regarding matters ranging from disclosure of finances to ethical codes of conduct.
AUTHORITIES AND DUTIES OF DIRECTORS:
Section 2:01: Authority of Directors: The Board of Directors (“The Board”) is the policy-making body and may exercise all the powers and authority granted to the Corporation by law. The Board shall oversee the Corporation’s operations.
Section 2.02: Number of Directors: The Board shall consist of no more than fifteen (15) or no fewer than five (5) Directors. The number of Directors may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of Directors shall not remove a Director from his or her position as a Director prior to the expiration of his or her term of office. In addition, the Executive Director and Executive Editor shall serve as an ex officio, non-voting members of the Board of Directors.
Section 2.03: Board of Directors: The Board shall consist of the “Executive Committee” (Chair, Vice Chair, Secretary and two at-large members), Board members, Executive Director and Executive Editor. A Board member, with the exception of the Executive Director and Executive Editor, can be added by a majority vote of the existing Board.
Section 2.04: Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. One or more Directors may be removed at a meeting called for that purpose, with or without cause, by majority vote of the entire Board.
Section 2.05: Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
Section 2.06: Meetings: The Board shall hold at least (1) regular meeting annually, which shall be known as the Annual Meeting, and at least three (3) other regular meetings, evenly spaced and with a majority of Directors attending in person or by conference telephone, per calendar year. Special meetings may be called by the Chair or by any three (3) Directors with telephone or written notice, including notice by electronic mail with delivery service notification. The notice of any meeting shall state the date, time, and place of such meeting.
If a Director fails to attend two (2) consecutive meetings of the Board, the Board shall evaluate the Director’s contribution to the work of the Corporation, his or her reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the Corporation, may declare the position vacant.
Section 2.07: Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Director at a meeting, in person or by conference telephone, without objection to the lack of notice of the meeting, shall also waive notice by such Director.
Section 2.08: Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Board members in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present.
Section 2.09: Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 2.10: Participation in Meeting by Conference Telephone: Any or all members of the Board may participate in a meeting by conference telephone or video or similar communications equipment, so long as members participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting.
Section 2.11: Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation. In addition, Directors who also serve as employees of the Corporation may be compensated for their service as employees. There shall be no more than two paid staff members on the Board; this shall be the Executive Director and Executive Editor. A compensated person serving on the Board shall not serve as the Chair.
Section 3.01: Composition: The Board may designate committees, and the Board Chair can appoint committee members. The committees, Personnel, Finance, Fundraising and Innovation, shall consist of at least two (2) individuals. Those committees which exercise the authority of the Board shall consist only of Directors. The Board Chair can appoint subcommittees that can consist of Directors and/or those who contribute expertise to the matter.
Section 3.02: Procedures & Authority: The Board may make provisions for appointment of the Chair, establish procedures to govern their activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, and/or activities of the Corporation.
AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES
Section 4.01: Officers: The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, an Executive Director and Executive Editor, and such other officers as the Board may designate.
Section 4.02: Election of Officers; Terms of Office: All officers except the Executive Director may serve three (3) consecutive two (2) year terms, and shall be elected by the Board at its Annual Meeting in each year that such positions have become vacant due to expiration of an officer’s term. Officers shall be eligible for reelection. The terms of office may be extended by a majority vote of the Board of Directors.
Section 4.03: Powers and Duties of Officers: Subject to the control of the Board of Directors, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.
- Chair: The Chair shall preside at all meetings of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board of Directors.
- Vice Chair: The Vice Chair shall perform all duties customary to that office in coordination with the Chair.
- Secretary: The Secretary shall be responsible for working with the Executive Director to keep an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary.
- Executive Director The Executive Director will provide leadership, strategic direction and vision for the development and achievement of the organization’s mission in partnership with the Board of Directors. The executive director serves at the discretion of the Board of Directors, fulfills its policies and strategic direction, and will be responsible for all aspects of Oklahoma Watch, including supervision of the Executive Editor. The Executive Director shall be responsible for all funds and securities of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Executive Director shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all other duties incident to his or her office, subject to the supervision of the Board. The Executive Director will collaborate with the Board of Directors in the hiring and/or firing of the Executive Editor.
- Executive Editor The Executive Editor will be responsible for all aspects of content for Oklahoma Watch and will report to and collaborate with the Executive Director. The Executive Editor is responsible for running an autonomous and ethical newsroom of writers (staff and freelance) and staff members who will produce journalism that impact public policy in Oklahoma. He or she will be responsible for assigning stories to reporters, working closely with our freelancers and writers, and overseeing the day-to-day activities of the newsroom. He or she will identify, recruit, hire, train and develop a diverse number of journalists for the newsroom and develop an internship program within the newsroom. He or she will collaborate on ideas, strategies and activities in conjunction with the Executive Director. Collaborations should be in conjunction with news organizations or community organizations that can work within Oklahoma Watch’s mission. Should the Executive Director not be in place at the time ofhiring a new Executive Director, the Board of Directors will assume the role of hiring a new Executive Editor.
Section 4.04: Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.
Section 4.05: Removal: One or more officers may be removed by the Board at a meeting called for that purpose, with or without cause.
Section 4.06: Vacancies: Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term may be filled by the Board for the remainder of the unexpired term.
Section 4.07: Executive Director: The Board of Directors shall hire the Executive Director of the Corporation. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such chief executive officer at any time with or without cause at a meeting called for that purpose.
Section 5.01: Definitions:
“Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body’s) investigation, hearing, or other proceeding.
“Eligible Person” shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.
Section 5.02: Right to Indemnification: Any Eligible Person made a party to or respondent in a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.
Section 5.03: Limitation on Right of Indemnification: Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Directors who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 5.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 5.02 above.
Section 5.04: Other Rights: The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors, or other lawful representative.
Section 5.05: Interim Indemnification: The Corporation shall, with respect to a Matter described in Section 5.02, advance attorneys’ fees as interim indemnification to any Eligible Person if the following conditions are satisfied: (i)(a) the Board (acting by a quorum consisting of Directors who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 5.02 above or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 5.02 above; and (ii) the Eligible Person (a) requests interim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 5.03, and (c) deposits a bond or equivalent security.
Section 5.06: Insurance: The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
Section 6.01: Checks, Drafts, and Contracts: The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 6.02: Annual Financial Statements: Complete financial statements shall be presented to and reviewed by the Board after the close of each fiscal year.
Section 7.01: A member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.
Section 7.02: A 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 his/her compensation.
Section 7.03: Any member of the Board or of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, may provide information to any committee regarding compensation.
Section 8.01: Recordkeeping: The Executive Director or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee meetings in conjunction with the Board Secretary, and all meetings of committees with Board-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.
Section 8.02: Public Disclosure: Having received IRS recognition of its 501(c)(3) tax exempt status on Nov. 17, 2013, the Corporation shall keep available for public inspection at its principal place of business and any branch office copies of IRS Form 1023 (exemption application) as filed, and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors are not required to be redacted from publicly available copies. In addition, as required by the Code and Treasury Regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation is not required to be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment.
AMENDMENT OF BYLAWS
Section 9.01: Amendments: These Bylaws may be amended by a majority vote of the entire Board, provided seven (7) days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.09.
DISSOLUTION OF CORPORATION
Section 10:01: Dissolution: The property of Oklahoma Watch is irrevocably dedicated to informational, educational and charitable purposes, and no part of the net income or assets of Oklahoma Watch shall ever inure to the benefit of any trustee, director, officer, or member, if any, of Oklahoma Watch or any other private person. Upon the winding up and dissolution of Oklahoma Watch and after paying or adequately providing for the debts and obligations of Oklahoma Watch, the remaining assets shall be distributed to one or more not-for-profit funds, foundations, or corporations that are organized and operated exclusively for charitable purposes and that have established their tax exempt status under Section 501 (c)(3) of the Code.
Adopted by the Board of Directors of Oklahoma Watch, Inc. on April 8, 2020.