First Amended Bylaws of the Center for Excellence in Health Care Journalism

ARTICLE I — CORPORATION

Section 1.01 Names. The nonprofit corporation’s name is the CENTER FOR EXCELLENCE IN HEALTH CARE JOURNALISM, a Minnesota nonprofit corporation (hereinafter called “the Center”).

Section 1.02 Purpose. The purpose for which the Center is organized is exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law) (“the Code”), including specifically to promote and support the charitable and educational initiatives of The Association of Health Care Journalists, Inc., a Minnesota nonprofit corporation, recognized as described in Section 501(c)(6) of the Code (referred to herein as “the Association”).  The Center’s purpose is to improve public understanding of health care by advancing the quality, accuracy and visibility of health care journalism. This mission shall be accomplished by supporting a strong and vibrant community of journalists; providing training, mentorship and other professional development activities; advocating publicly for the free flow of information and the rights of a free press; promoting the highest journalistic ethics and standards; and other activities promulgated by the Board of Directors (“the Board”).

Section 1.03 Limitations. Notwithstanding any other provision of these bylaws:

• 1.03a No part of the net earnings of the Center shall inure to the benefit of, or be distributable to, its directors, board members, officers, or any other person.
• 1.03b No substantial part of the activities of the Center shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Center shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
• 1.03c Notwithstanding any other provisions of these bylaws, the Center shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code. 

Section 1.04 Corporate Dissolution. In the event of dissolution of the Center, the Board, after paying or making provisions for payment of all of the liabilities of the Center, shall cause the remaining assets of the Center to be distributed to one or more organizations organized and operated for charitable and/or educational purposes consistent with those of the Center, provided that any and all such organizations must be described in Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II — OFFICES

Section 2.01 Offices. The address of the registered office of the Center in the State of Missouri shall be at 511 E. Walnut Street, # 606, Columbia, MO 65201.  The Center may have other offices, both within and without the State of Missouri, as the Board from time to time shall determine or the purpose of the Center may require.

ARTICLE III — PRINCIPLES AND POLICIES

Section 3.01 Principles and Policies. The Board shall establish, post publicly, and update as needed a set of principles and policies governing the Center’s fund-raising activities and investments. These policies aim to ensure that the Center will maintain transparency, independence, responsible stewardship of assets, and freedom from conflicts of interest, or the appearance of conflicts of interest, with any health journalists’ work.

• 3.01a Fundraising. There shall be three categories of funding: broad, limited, and ineligible. The Board shall specify the types of organizations in each category.  
• 3.01b Investments. The Board shall provide guidance to the Executive Director, as defined in Article VIII below, on investment of assets, including specific companies and products that the Center will not invest in. 

ARTICLE IV — BOARD OF DIRECTORS

Section 4.01 Authority. The business and affairs of the Center shall be managed by or under the direction of the Board. The Board is the policy-making body and shall oversee the operations of the Center, including but not limited to approving the annual budget. The Board may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Center. Individual members of the Board, including officers, shall not direct or supervise the Executive Director or staff outside of actions approved by the Board.

Section 4.02 Composition. The Board shall consist of no fewer than six (6) but no more than fifteen (15) voting persons. Within the specified limits, the number of directors can be increased or decreased from time to time, by resolution of the Board, but no decrease shall shorten the term of any director then in office. All board members must be Professional Members of the Association and also meet the qualifications contained in Section 4.04.

Section 4.03 Terms. Each board member shall be elected to serve a term of two (2) years. The members of the Board shall be divided into two (2) groups, as equal in number as possible, so that the terms of office of approximately half the members of the Board shall expire every year. A board member shall hold office for the term for which they were elected and, unless the Board has determined that a successor will not be elected, until a successor has been elected and qualified, or until the Board member’s death, resignation or removal.   

Section 4.04 Qualifications. To run for election to the Board, and to serve on the Board, a member must currently be a Professional Member of the Association of Health Care Journalists and also have been a Professional Member of the Association for at least one (1) year before the date of declaring their candidacy.  During the year preceding the declaration of candidacy, and during their term of service on the Board, a board member must not produce or edit content for entities  from which the Center would not accept donations based on fund-raising rules established by the Board in accordance with Section 3.01a. 

• Section 4.04b. Exclusions. Employees and contractors of the Association and the Center may not serve on the Board of Directors, with the exception of the Executive Director, who is a non-voting, ex officio member.

Section 4.05 Elections. As a support organization to the Association of Health Care Journalists, the Center’s board is made up of the same individuals as the Association’s board. Every year, after the Association of Health Care Journalists holds its annual board election, the Center’s Board shall elect its own members, and they shall be those who won the Association’s annual board election. The Center’s board will replace those whose terms will expire with re-elected or elected members of the Association of Health Care Journalists’ Board.  

Section 4.06 Removal; Resignation; Vacancies.

• 4.06a Removal. Except as prohibited by applicable law or the Certificate of Incorporation, any member of the Board may at any time be removed with or without cause by an affirmative vote of at least two-thirds (2/3) of the voting members of the Board. 
• 4.06b Resignation. Any member of the Board may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect without acceptance at the date of receipt of such notice by the President or the Secretary or at such later time as is therein specified.  
• 4.06c Vacancies. By an affirmative vote of at least two thirds (2/3) of the board members, the Board may appoint a Professional Member of the Association to fill any vacancy occurring because of death, resignation or removal of a board member, but only if the vacancy would leave the Board with fewer than six (6) members. Any newly created board memberships resulting in an increase in the number of authorized board members shall be filled during the next semiannual meeting called by the Board.  

Section 4.07 Compensation. Members of the Board shall not be compensated for serving on the Board, but the Center may reimburse board members for reasonable expenses (documented with receipts) incurred in the performance of their duties to the Center. 

ARTICLE V — MEETINGS OF THE BOARD

Section 5.01 Semiannual Meetings. The Board shall gather twice a year for the purpose of transacting such business as may properly come before the Board at a time and place chosen by the Executive Director with approval of the President. 

• 5.01a Meeting In Person. These semiannual meetings shall be held in person, except when a majority of the board members vote to hold a meeting virtually due to unusual circumstances.
• 5.01b Remote Participation. Board members who are unable to attend an in-person meeting may participate by telephone conference, video or similar communications equipment, provided that a majority of board members are physically present (unless a majority of the board members vote to hold a meeting virtually in accordance with Section 5.01a).  
• 5.01c Attendance. Board members who miss more than two (2) consecutive meetings may be subject to removal under the procedures in Section 4.06a.  

Section 5.02 Special Meetings. Special meetings of the Board may also be called at any time (a) by the President, or (b) upon the written request of three (3) or more board members. Anyone entitled to call a meeting of the Board may make a written request to the President or Secretary to call the meeting, and the President or Secretary shall give notice of the meeting, setting forth the time and place thereof, to be held between two (2) and thirty (30) days after receiving the request. If the President or Secretary fails to give notice of the meeting within seven (7) days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.

Section 5.03 Notice of Meetings. Notice of each meeting of the Board for which notice is required, and of each of the semiannual meetings, stating the time and place thereof, shall be given to all board members in person at least two (2) days before the meeting, or shall be emailed to each board member at least five (5) days before the meeting.  All such notices not given in person shall be sent to the board member at their email. Any board member may waive notice of a meeting before, at, or after the meeting, orally, in writing, by electronic communication, or by attendance. Attendance at a meeting is deemed a waiver unless the board member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the board member does not participate in the meeting.

Section 5.04 Quorum and Voting. The presence of a majority of voting members of the Board shall constitute a quorum at any meeting thereof for the purposes of voting. But board members present at any meeting, although less than a quorum, may adjourn the meeting from time to time. 

• 5.04a Voting. At all meetings of the Board, each voting board member shall be entitled to cast one (1) vote on any question coming before the meeting. A vote of the majority of board members present at any meeting, if there is a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by applicable law, the Certificate of Incorporation, or these bylaws.
• 5.04b No Proxy Voting. A board member shall not appoint a proxy to vote at a meeting of the Board.
• 5.04c Fiduciary Duties. For purposes of determining whether a board member has met their fiduciary duties as a board member, but for no other purpose, a board member who is present at a meeting of the Board when an action is approved by the Board is presumed to have assented to the action unless the board member votes against the action, abstains or is prohibited from voting on the action.

Section 5.05 Action Without a Meeting. Unless otherwise restricted by applicable law, the Certificate of Incorporation, or these bylaws, any action required or permitted to be taken at any meeting of the Board may be taken by written action, including by email, without a meeting, if a majority of the board members consent thereto in writing or by electronic transmission.  After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board in accordance with applicable law.

Section 5.06 Conflicts of Interest. The Center shall not enter into any contract or transaction with (a) a board member or a family member of a board member, (b) a board member of a related organization, including but not limited to the Center, or a member of the family of a board member of a related organization; or (c) an organization in or of which the Center’s Board member, or a member of the family of a board member, is a board member, officer or legal representative or has a material financial interest. For the purposes of this Section 5.06, “member of a family of a board member” shall mean a spouse/partner, parent, child, spouse/partner of a child, brother, sister, or spouse/partner of a brother or sister, of the board member. Failure to comply with the provisions of this Section 5.06 shall not invalidate any contract or transaction to which the Center is a party. Each board member shall complete an annual conflict of interest disclosure. 

ARTICLE VI — OFFICERS

Section 6.01 Designation and Term. The officers of the Center shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board from time to time may designate. Officers shall be elected by a majority vote of the Board to serve for a term of two (2) years and until their respective successors have been elected and qualified.  

• 6.01a Removal. Any officer elected or appointed by the Board may at any time be removed by the Board with or without cause by an affirmative vote of at least two thirds (2/3) of the remaining board members.
• 6.01b Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect without acceptance at the date of receipt of such notice by the President or the Secretary or at such later time as is therein specified.  In the event that the President resigns or leaves office, the Vice President will assume the President’s duties until the President’s term expires. If both President and Vice President resign or leave office, or if any other officer or member of the Board resigns or leaves office, the Executive Committee shall nominate a successor. The successor, if approved by a majority of the board members, will serve the unexpired term.
• 6.01c Multiple Roles. The same person may hold more than one (1) office at the same time, except the same person may not hold at the same time the offices of (a) President and Vice President, or (b) President and Secretary.

Section 6.02 Duties and Powers. 

• 6.02a President. The President shall have the general supervision over the business of the Center and other duties incident to the office of the president, and any other duties as may be from time to time assigned to the president by the Board and subject to the control of the Board in each case, including but not limited to: (a) regularly consult with the Executive Director regarding the implementation of strategic plan and board directives of the Center; (b) when present, preside over meetings of the Board; (c) call for and organize special meetings or board votes as needed; (d) negotiate the Executive Director’s contract prior to board approval; (e) represent the Center in public settings and by issuing and signing statements of advocacy for press freedoms or other issues related to the Center’s purpose, or arrange for such representation; (f) see that orders and resolutions of the Board are carried into effect; and (g) perform such other duties as are prescribed by the Board.  The President must have served at least one (1) term on the Board prior to assuming this role.
• 6.02b Vice President. During the absence or disability of the President, the Vice President shall perform the duties of the President. They shall also perform such other duties as may be assigned to from time to time by the Board. The Vice President must have served at least one (1) term on the Board prior to assuming the role. The Vice President is also considered “President-Elect” for the purposes of succession planning.
• 6.02c Secretary. The Secretary shall attend and provide for the keeping of accurate minutes of all meetings of the Board and the Executive Committee and shall be responsible for providing the minutes to the Board for approval, and to the staff for safekeeping, no later than two (2) weeks after each of the Board’s semiannual meetings and after each Executive Committee meeting.  The Secretary shall also perform such other duties as may be assigned to the Secretary from time to time by the Board. The Secretary must have served at least one (1) term on the Board prior to assuming the role.
• 6.02d Treasurer. The Treasurer shall chair the Finance Committee, sign documents as requested by the Executive Director, review financial statements and perform other duties as prescribed by the Board. The Treasurer must have served at least one (1) term on the Board prior to assuming the role. 
• 6.02e Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board may deem sufficient, the President may delegate for the time being the powers or duties of such officer to any other officer or to any other Board member. 

ARTICLE VII — COMMITTEES OF THE BOARD

Section 7.01 Authority. The Board may designate, in resolutions adopted by a majority of the members of the Board, one or more committees having the authority of the Board to the extent provided in such resolutions. Each committee shall at all times be subject to the control and direction of the Board.

Section 7.02 Executive Committee. An Executive Committee consisting of the President, Vice President, Treasurer, Secretary, and one board member at-large designated by the current President, and who must all have served at least one (1) term on the Board prior to assuming the role, shall have the authority of the Board in the management of the business of the Center in the interval between meetings of the Board. The Executive Committee shall at all times be subject to the control and direction of the Board. The Executive Committee shall be responsible for recruiting candidates for election to the Board. Executive Committee members shall be considered top candidates for incoming President and Vice President. 

Section 7.03 Committee Eligibility. Except for members of the Executive Committee as outlined in Section 7.02, committee members need not be Board members, but each committee’s chairperson shall be a member of the Board. Co-chairs of committees do not have to be members of the Board. The Executive Director may assign appropriate staff to assist committees. 

Section 7.04 Alternate Members. The Board may designate one (1) or more board members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Section 7.05 Remote Meetings. Committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a member of a committee in a meeting pursuant to Section 7.05 shall constitute presence in person at such meeting.

ARTICLE VIII — EXECUTIVE DIRECTOR AND STAFF

Section 8.01 Hiring an Executive Director. The Board shall recruit and hire an Executive Director (the “Executive Director”) to manage the day-by-day operations of the Center, in consultation with the President, and in accordance with directives from the Board.

Section 8.02 Executive Director’s Role and Duties. The Executive Director will serve as an ex-officio (non-voting) member of the Board and be covered by the organization’s Officers and Directors Liability Insurance Coverage. The Executive Director, like board members, will file an annual conflict of interest statement. The Executive Director will be an employee of the Center. The Executive Director will represent the Center publicly in connection with its operations, fundraising, and programming, consistent with board-approved policies. The Executive Director shall attend all meetings of the Board in a non-voting capacity, except when the Board meets in executive session to discuss matters related to the Executive Director. The Executive Director shall propose an annual operating budget, to be reviewed and approved by the Board prior to the start of each fiscal year.

Section 8.03 Executive Director Contract. The Executive Director shall be employed under the terms of a written contract approved by a majority of the Board, which shall specify compensation, performance expectations, contract length and termination provisions. The President, with input from the Board, shall evaluate the Executive Director’s performance at least annually. In the event of a vacancy in the Executive Director role, the Executive Committee shall appoint an interim Executive Director and initiate a search process, following procedures approved by the Board.

Section 8.04 Employees. Informed by the annual budget approved by the Board, the Executive Director shall recruit, hire and manage such employees and contractors as needed and affordable to carry out the objectives of the Center. The Executive Director, in consultation with the President, shall have full responsibility for supervising employees and contractors, delegating their responsibilities and evaluating their work.

Section 8.05 Finances. The Executive Director, assisted by staff or contractors they designate, shall manage the finances of the Center, including but not limited to: (a) keeping accurate financial records of the Center; (b) depositing money, drafts, and checks in the name of and to the credit of the Center; (c) endorsing for deposit notes, checks, and drafts received by the Center; (d) disbursing funds and issuing checks and drafts in the name of the Center; (e) commissioning an audit every other year or upon request by the President or the Board; and (f) providing an account of transactions and the financial condition of the Center at each meeting of the Board.

ARTICLE IX — INDEMNIFICATION AND INSURANCE

Section 9.01 Indemnification. The Center shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a board member, officer, executive director, or committee member of the Center or, while a board member, officer, executive director, or committee member of the Center, is or was serving at the request of the Center as a board member, officer, committee member, executive director, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, association, or nonprofit entity, including service with respect to employee benefits plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims of indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Center shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board. 

Section 9.02 Advancement of Expenses. The Board may but need not authorize the Center to pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Person in defending any Proceeding in advance of its final disposition upon (a) written request of such Covered Person, and (b) receipt of an undertaking by or on behalf of such Covered Person to repay all amounts advanced, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified for such expenses under Section 9.01 of these bylaws or otherwise. Payment of such expenses actually and reasonably incurred by such Covered Person may be made by the Center, subject to such terms and conditions as the Board in its discretion deems appropriate.

Section 9.03 Insurance. The Center shall purchase and maintain insurance on behalf of any person who is a Board member, officer, or Executive Director against any liability asserted against and incurred by such person in or arising from such capacity, whether or not the Center would otherwise be required to indemnify the person against the liability.  Said insurance coverage shall include but not be limited to media liability insurance.   

Section 9.04 Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this Article IX shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE X – AMENDMENTS

Section 10.01 Amendments. These bylaws may be adopted, amended, or repealed upon the affirmative vote of two-thirds (2/3) of the current voting members of the Board at any regular or special meeting of the Board. The notice of meeting shall set forth a summary of the proposed amendments.

ARTICLE XI – MISCELLANEOUS

Section 11.01 Fiscal Year. Unless otherwise fixed by the Board, the fiscal year of the Center shall begin on July 1 and end on the succeeding June 30.

Section 11.02 Books and Records. Any records administered by or on behalf of the Center in the regular course of its activities, including its books of account and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that, the records so kept can be converted into clearly legible paper form within a reasonable time. The Center shall convert any records so kept upon the request of a person entitled to inspect such records pursuant to applicable law.

Section 11.03 Authority to Borrow and Encumber Assets. No board member, officer, agent, or employee of the Center shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.

Section 11.04 Execution of Instruments. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Center shall be signed on behalf of the Center by the President, or the Vice President, or by such other person or persons as may be designated by the Board.

Section 11.05 Deposit of Funds. All funds of the Center shall be deposited to the credit of the Center in such banks, trust companies,  or other depositories as the Executive Director may approve or designate with the approval of the President or the Board, and all such funds shall be withdrawn only in the manner or manners authorized by the Board.

Section 11.06 Conflict with Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. 

Section 11.07 Annual Returns. The Board shall review the Center’s annual filing with the Internal Revenue Service prior to it being filed.

Section 11.08 Corporate Seal. The Center shall not have a corporate seal.

Section 11.09 Headings. Section or paragraph headings are inserted herein only for convenience of reference and shall not be considered in the construction of any provision hereof.