Bylaws

BYLAWS, NATIONAL FREEDOM OF INFORMATION COALITION

ARTICLE I
OFFICES AND AGENT

1.01. Principal Office. The principal office of the corporation in the State of Missouri shall be located in the City of Columbia, County of Boone. The corporation may have such other offices, either within or without the State of Missouri, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

1.02. Registered Office and Registered Agent. The corporation shall have and shall continuously maintain in the State of Missouri a registered office and a registered agent whose office is identical with such registered office, as required by the Missouri Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II
BOARD OF DIRECTORS

2.01. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

2.02. Number, Election, Tenure, and Qualifications, Directors shall be elected by the Active Members of the corporation. The number of Directors shall be five. The Board of Directors may increase the number of Director positions by majority vote in accordance with this Article II. Each Director shall hold office for a term of three years or until a successor shall have been elected and qualified, but a Director may be reelected to successive three-year terms. The initial five Directors’ terms shall be staggered, so that two of the initial directors serve three-year terms, two serve two-year terms, and one serves a one-year term. Directors need not be residents of Missouri.

2.03. Chair. In the absence of the President, the Directors shall select from among themselves, by majority vote of the Directors present at a meeting where a quorum is present, a person to act as Chair, to preside at meetings of the Board and of Members and to carry out such acts as may be required or permitted of the Chair by law or by these bylaws.

2.04 Regular Meetings. Regular meetings of the Board of Directors shall be held at least twice each year at such time and place as the Chair of the Board of Directors shall designate. The Board of Directors may provide by resolution the time and place, either within or without the State of Missouri, for the holding of additional regular meetings of the Board without notice other than such resolution. One regular meeting each year shall be held in conjunction with the annual meeting of the Members.

2.05. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Missouri, as the place for holding any special meetings of the Board called by them.

2.06. Notice. Notice of any special meeting of the Board of Directors shall be given at least two weeks previously thereto by written notice delivered personally or sent by postal or electronic mail to each Director at his address as shown by the records of the corporation. 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 when 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 or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

2.07. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, the Directors present may adjourn the meeting from time to time without further notice.

2.08. Manner of Action. 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 of Directors, unless the act of a greater number is required by law or by these Bylaws.

2.09. Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

2.10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors the Directors’ expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director

from serving the corporation in any other capacity and receiving compensation therefor. 2.11. Informal Action by Directors Any action required by law to be taken at a meeting of Directors, or any action that 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 all of the Directors.

2.12. Interim Meetings and Board Actions. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken by means of conference telephone, email or by other means of electronic or digital communications through which all persons participating in the meeting can engage in dialogue via voice, video or text protocols.

ARTICLE III
OFFICERS

3.01. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be selected in accordance with the provisions of this Article III. The Board of Directors may elect or appoint such other officers, including one or more additional Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

3.02. Election and Term of Office. Only the Directors of the corporation shall be eligible to be appointed as officers of the corporation. The officers of the corporation shall be appointed annually by the Board of Directors at the regular annual meeting of the Directors. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Directors. Each officer shall hold office until his successor shall have been duly appointed and qualified.

3.03. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in the Board’s judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

3.04. Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

3.05. President. The Director who is appointed Chair in accordance with Section 2.03 of these bylaws shall hold the office of President of the corporation for the duration of such Director’s term as Chair. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

3.06. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. In the event the corporation has no Vice President, the President shall designate another officer of the corporation to act in the President’s place in the event of the President’s absence or inability to act.

3.07. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all such monies in the name of the corporation into such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

3.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the corporate seal; certify all documents requiring certification, the execution of which on behalf of the corporation is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

3.09. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, the President, or the Board of Directors.

ARTICLE IV
COMMITTEES

4.01. Committees of Directors. The President, or Board of Directors by resolution adopted by a majority of the Directors, may designate and appoint one or more committees, each of which shall consist of two or more Directors and may include Associate Members, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation. No such committee, however, shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings thereof or; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors that by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Directors, or any individual Director, of any responsibility imposed on it or him by law.

4.02. Term of Office. Each member of a committee shall serve at the discretion of the President or Board of Directors and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

4.03. Chair. One member of each committee shall be appointed Chair by the person or persons authorized to appoint the members thereof.

4.04. 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.

4.05. 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 the members present at a meeting at which a quorum is present shall be the act of the committee.

4.06. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE V
MEMBERS

5.01. Membership. The corporation shall have Members, who shall have the rights set forth in this Article V. A person, natural or otherwise, may become a member by paying the membership fee and/or dues set by the Board of Directors of the corporation for the category of membership for which such person is eligible.

5.02. Active Members. Any state-level or regional Freedom of Information or First Amendment organization in the United States, including any academic center or organization associated with an academic center, that receives the approval of the Board of Directors of the corporation may become an Active Member of the corporation. Active Members shall be entitled to elect the Directors of the corporation and to vote on such other matters as may determined by the Board of Directors.

5.03. Associate Members. Any of the following persons or entities, if approved by the Board of Directors, may become an Associate Member of the corporation: national, regional, or academically-associated Freedom of Information or First Amendment organization not accepted as Active Members by the Board of Directors; Freedom of Information committees of state or national journalistic societies; nonprofit state, regional, or national organizations with an expressed concern for open government and Freedom of Information; attorneys interested in First Amendment and Freedom of Information issues; and individual citizens with a concern about First Amendment or Freedom of Information issues. Associate Members shall not be entitled to vote with respect to the corporation. The Associate Members as a group, however, shall be entitled to select one representative of Associate Members to serve on the Board of Directors of the corporation as an ex-officio (non-voting) member.

5.04. Meetings. Regular meetings of the Members of the corporation shall be held at least once each year at such time and place as the Chair of the Board of Directors of the corporation shall designate. The Board of Directors may provide by resolution the time and place, either within or without the State of Missouri, for the holding of additional regular or special meetings of the Members.

5.05. Notice. Notice of any meeting of the Members shall be given at least two weeks previous thereto by written notice delivered personally or sent by postal or electronic mail to each Member at his address as shown by the records of the corporation. Any Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except when a Member 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 or special meeting of the Members need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

5.06. Quorum. One-third of the Active Members of the corporation shall constitute a quorum for the transaction of business at any meeting of the Members. If less than one-third of the Active Members are present at said meeting, the Chair of the Board of Directors of the corporation, or the person acting in his stead as chair of the meeting, shall reschedule the meeting.

5.07. Manner of Action. The act of a majority of the Active Members present at a meeting at which a quorum is present shall be the act of the Members, unless the act of a greater number is required by law or by these bylaws. Each Member that is not a natural person shall designate in writing a natural person to act on such Member’s behalf with respect to the corporation.

5.08. Chair to Preside. The Chair of the Board of Directors of the corporation shall preside at all meetings of the Members of the corporation. In the absence of the Chair of the Board of Directors, the person acting in the Chair’s stead with respect to the Chair’s duties on the Board of Directors shall also act in his stead as Chair of the meeting of the Members.

CONTRACTS

ARTICLE VI
CHECKS, DEPOSITS, AND FUNDS

6.01. Contracts. The Board of Directors may authorize any officer, officers, agent, or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be either general or confined to specific instances.

6.02. Checks and Drafts. All checks, drafts, or 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, officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or Treasurer and countersigned by the Secretary or an Assistant Secretary.

6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

6.04. Gifts. The Board of Directors 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.

ARTICLE VII
BOOKS AND RECORDS

The corporation shall keep correct and complete books of account and shall also keep minutes of the proceedings of the Board of Directors and of committees having any of the authority of the Board of Directors.

ARTICLE VIII
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Missouri Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two weeks’ written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

ARTICLE X
SEAL

The Board of Directors may adopt a corporate seal. If so adopted, the seal shall be in the form of two concentric circles and shall have inscribed thereon the name of the corporation and the year of its incorporation.

ARTICLE XI
INDEMNITY

The corporation shall indemnify its Directors and officers to the extent permitted by Chapter 355.461 of the Missouri Nonprofit Corporation Act or any superseding statute under the circumstances in which indemnification is permitted by said Article 2.22A.

CERTIFICATE OF BYLAWS

The undersigned, Secretary of National Freedom of Information Coalition, a Missouri nonprofit corporation, hereby certifies that the foregoing Bylaws constitute the Bylaws of National Freedom of Information Coalition as duly adopted the board of Directors of such corporation on the 27th day of October, 1993 and as amended subsequently.

Nancy E. Monson, Executive Director/ Secretary

 

Addendum: Conflict of Interest Policy and Requirements for Public Disclosure Rules and Regulations

It is the policy of the National Freedom of Information Coalition (NFOIC) that all members of the NFOIC Board of Directors and its staff are to avoid conflicts of interest or the appearance of conflicts of interest. All Board members and staff are expected to make decisions affecting NFOIC based solely on the best interests of the NFOIC. The purposes of this policy are to protect the integrity of the NFOIC and the decisions of its Board, and to ensure that the NFOICÕs constituencies have confidence in the integrity of the NFOIC and its Board.

A Director or staff member shall be considered to have a conflict of interest if:

(a) the Director or staff member has existing or potential financial interests which impair or might reasonably be expected to impair the Director or staff member's independent, unbiased judgment in the discharge of his or her responsibilities to the NFOIC, or

(b) the Director or staff member is aware that a member of his or her family (which for purposes of this Article shall be a spouse, parents, siblings, children, any other relative residing in the same household as the Director or staff member), or any organization in which the Director or staff member (or member of his or her family) is an officer, director, employee, member, partner, or trustee or has a controlling interest, has such existing or potential financial or other interests.

Board members of the NFOIC often serve on state coalitions that seek grant funding from an NFOIC pass-through grant. This does not constitute a financial conflict of interest. However, state coalition members are to abstain from voting on grant project proposals involving their own coalition. Should the Board seek further information concerning a proposal involving a board member, the Board should make every effort to contact other members of the coalition.

All Directors and staff members shall avoid actual or possible conflicts of interest and shall disclose to the Board any possible conflict of interest upon learning of the conflict. No Director shall vote on any matter at any Board or Committee meeting in which the Director has a conflict of interest. The minutes of such a meeting shall reflect that the Director disclosed a conflict of interest and that the Director did not vote on the matter. Any Director who is uncertain whether a conflict of interest exists in any matter shall request the Board or Committee to resolve the question by majority vote.

All Directors shall sign an annual form acknowledging and agreeing to abide by this Policy and disclosing any known conflicts of interest.