(as amended Jan. 14, 2009)
CORPORATE NAME AND PURPOSES
Section 1. The name of the corporation shall be Freedom of Information Oklahoma Incorporated.
Section 2. The purposes of the corporation shall be set forth in the articles of incorporation.
Section 3. The purposes of the corporation shall be carried out by:
a. Protecting the public’s right to know by inquiring into the extent and adequacy of the protection of freedom of information and First Amendment rights in the United States and the State of Oklahoma, and publishing the results of said inquiry; and
b. Encouraging and facilitating the cultivation and diffusion of knowledge and understanding of media-related issues, the First Amendment of the united States Constitution, and the laws of the United States and/or the State of Oklahoma, through the presentation of lectures treatises, reports, and other literary or research works in the field of freedom of information, freedom of the press and First Amendment protections;
Provided, that all operations, activities, and programs of the corporation shall conform with the laws of the State of Oklahoma and Section 501©(3) of the Internal Revenue Code of 1954 [26 U.S.C. 501©] as now in effect or as it may be amended from time to time.
Section 1. Membership is open to all persons or entities who otherwise meet the requirements set forth in these by-laws.
Section 2. The Board of Directors may establish a dues structure.
BOARD OF DIRECTORS
Section 1. The operations of this corporation shall be managed and conducted by a board of directors.
Section 2. The number of directors shall be determined by these by-laws and the board of directors, but shall at no time exceed thirty-three (33) directors.
Section 3. The directors shall serve for three-year terms, staggered in a manner prescribed by the board of directors so that one-third (1/3) of the directors shall be selected annually. The terms of office shall be based upon a calendar year.
Section 4. The board of directors shall offer each of the following professional groups or associations a directorship:
- Women in Communications, Inc., OKC
- Society of Professional Journalists, Oklahoma Professional Chapter
- AP Oklahoma News Executives
- Oklahoma Bar Association
- Oklahoma Press Association
- Oklahoma Library Association
In October of the concluding year of the term of office of a director representing one of the aforementioned professional groups or associations, the board shall request a nominee from the presiding officer of that group or association to serve as the director representing that group or association. The nominee must be ratified by the board no later than January 31 of the aforementioned year.
Section 5. The following eight (8) media company categories shall each be represented by a director:
- Newspapers in Tulsa County with a general circulation of no less than 50,000
- Newspapers in Oklahoma County with a general circulation of no less than 200,000.
- Newspapers east of U.S. Interstate Highway 35 with a general circulation of less than 75,000.
- Newspapers west of U.S. Interstate Highway 35 with a general circulation of less than 75,000.
- Radio stations east of U.S. Interstate Highway 35.
- Radio stations west of U.S. Interstate Highway 35.
- Television stations east of U.S. Interstate Highway 35.
- Television stations west of U.S. Interstate Highway 35.
In October of the concluding year of the term of office of a director representing any of the media company categories, the nominating committee shall call for applicants for the respective director. Said call should be:
(a) Mailed to the news directors or managing editors of media companies within the respective category, and
(b) Announced by any other means deemed appropriate by the nominating committee.
The call for applicants should describe the application procedure, as established by the nominating committee. The board of directors shall select the respective director, from among applicants who complied with the required procedure before the required deadline at a board meeting held no later than January 31 of the aforementioned year. If there are not any qualified applicants for a director representing a media company category, the nominating committee shall present a nominee from one of the other media company categories to the board of directors for ratification at the first possible opportunity.
Section 6. The journalism schools or departments at the University of Oklahoma, University of Central Oklahoma, and Oklahoma State University, each shall be represented by a director.
Section 7. The board of directors shall select no fewer than eleven (11) at-large directors. The at-large director shall be primarily used to:
(a) Correct a geographic imbalance in representation on the board of directors;
(b) Provide representation for professions which are not traditionally represented on the board of directors, but which are related to freedom of information issues (i.e. government employees, elected officials, private investigators); or
(c) Provide significant representation of the general public by non-media related individuals.
In October of the concluding year of the term of office of an at-large director, the nominating committee shall call for applicants for the at-large director. Said call should be:
(a) Announced in publications of professional groups/associations, not otherwise represented on the board of directors, which the nominations and by-laws committee believes are related to freedom of information issues;
(b) Distributed to media outlets throughout the State of Oklahoma; and
(c) Announced by any other means deemed appropriate by the nominating committee.
The call for applicants should describe the application procedure, as established by the nominating committee. The board of directors shall select the at-large director from among the applicants who complied with the required procedure no later than January 31 of the aforementioned year.
Section 8. A director may resign by notifying the secretary of the corporation. A director may be removed by a two-thirds (2/3) vote of the board of directors at any, provided that said director:
(a) Shall have been given written notice of the reason for the removal, and
(b) Shall have been given an opportunity to be heard at the meeting at which the removal vote is to be taken.
Section 9. An executive committee of the board of directors shall consist of the president, president-elect, secretary, treasurer, the immediate past president and the chairpersons of the standing committees. If the immediate past president is no longer a director, the board of directors shall elect a director to serve on the executive committee until a qualified immediate past president can serve on the committee.
The executive committee shall exercise such powers as delegated to it by these by-laws and as the board of directors shall delegate to it.
The president shall chair the executive committee and may call meetings of the committee. A meeting of the executive committee may also be called upon a request, submitted in writing to the president, by three executive committee members.
Section 10. No fewer than two (2) meetings of the board of directors per year shall be held, at such dates, times, and places determined by the board of directors. Board meetings may be called by the president or upon a written request of one-third (1/3) of the directors, submitted to the president. Written notice of the date, time, and place of every meeting of the board of directors shall be delivered to each director no less than three (3) days before the date of the meeting. One-third of the eligible directors shall constitute a quorum.
Any action required by law to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board, may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the directors and is filed with the minutes of the board of directors.
Section 11. The board of directors may authorize the employment of such salaried staff, as it deems necessary and proper. The board shall establish the duties, conditions of employment, and salary of such an employee.
All checks and notes of the corporation shall be signed by such officers or employees as the board of directors shall designate from time to time.
Section 12. A director of the corporation shall not be personally liable to the corporation for monetary damages resulting from a negligent act or omission of another director or of an employee of the corporation. This paragraph does not eliminate or limit the liability of a director for:
(a) A breach of a director’s duty of loyalty to the corporation;
(b) An act or omission, not in good faith, that involves intentional misconduct or a knowing violation of the law;
(c) A transaction from which a director received an improper benefit, regardless of if the benefit resulted from an action taken within the scope of the director’s office; or
(d) An act or omission for which the liability of a director is expressly provided by statute.
Neither the amendment nor the repeal of this section shall eliminate or reduce the effect of this section in respect to any matter occurring, or any cause of action, suit, or claim that, but for this section, would accrue or arise, prior to such amendment or repeal. If the statutes of the State of Oklahoma (Okla. Stat. Title 187, Secs. 866, 867) are hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of a director of the corporation, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the statutes of the State of Oklahoma.
Section 1. The officers of the corporation shall be the president, president-elect, secretary, and treasurer. In addition to those duties specifically established by these by-laws, the board of directors shall define the duties of said officers. No two (2) offices may be held by the same person at any one time. The officers shall be elected by the board of directors to one-year terms which shall coincide with the calendar year. All officers must be members of the board of directors during their terms of office.
Section 2. The president shall preside at all meetings of the corporation and the board of directors; shall chair the board of directors executive committee and preside at all executive committee meetings; shall call meetings of the board of directors and the executive committee of the board; shall appoint the standing committee chairpersons of the corporation; and shall appoint and assign duties to such special committees which the president or the board of directors deems necessary. The president shall be an ex-officio member of all committees, except the nominating committee.
Section 3. The president-elect shall exercise the powers and duties of the office. In the event of the resignation, removal, or incapacitation of the president, the president-elect shall succeed the president for the duration of the existing term. In the event both the offices of president and president-elect, or the office of president-elect alone, become vacant, the board of directors shall fill the offices.
Section 4. The secretary shall be responsible for keeping minutes of all meetings of the corporation, the board of directors, and the board of directors executive committee and shall distribute copies of the minutes to all directors on a regular basis. The secretary shall also give written notice of the date, place, and time of all meetings of the board of directors and the board’s executive committee as provided by these by-laws.
Section 5. The treasurer shall collect all monies and disburse all monies as directed by the board of directors and countersigned by an officer designated by the board and shall present a financial report at each board meeting. The treasurer shall be bonded and the cost of said bond paid for by the organization.
Section 1. The standing committees of the corporation shall be the membership committee, communications committee, nominating committee, and the seminars committee. The communications committee shall publish a quarterly newsletter and publicize the programs and projects of the corporation. The nominating committee shall nominate directors for the board of directors’ approval. The seminars committee shall present seminars and provide speakers. The membership committee shall be in charge of recruiting members and suggesting a dues structure and awards to the board of directors. In addition to any specific tasks assigned to them by these by-laws, the standing committees shall perform such tasks or exercise such powers assigned to them by the board of directors.
Section 2. A standing committee chairperson must be a member of the board of directors during his/her term as chairperson. The chairperson shall be appointed by the president and approved by the board of directors. The chairperson shall serve a one-year term, to coincide with the calendar year.
A standing committee chairperson shall select committee members from among the membership. The committee members shall serve a one-year term, to coincide with the calendar year.
Section 3. The president shall appoint all special committees unless otherwise provided.
At least three (3) directors may propose any amendment to these by-laws at any board meeting at which notice of the substance of the proposed amendment has been included in the notice of the meeting. Said amendment shall take effect upon approval of two-thirds (2/3) of the directors at a board meeting at which notice of the proposed amendment shall have been given not less than ten (10) days or more than forty-five (45) days in advance. There should be no provisions herein which are contrary to the purpose of the corporation as set forth in the articles of incorporation.
Section 1. The fiscal year of the corporation shall be the calendar year.
Section 2. The corporation shall have a seal which shall have inscribed thereon “Freedom of Information of Oklahoma, Inc.”
Section 3. The principal offices of the corporation shall be located in the City of Oklahoma City, County of Oklahoma, State of Oklahoma. The corporation may have such other offices, either within or without the State of Oklahoma, as the board of directors may determine.
Section 4. The corporation shall have and maintain, in the State of Oklahoma, a registered office and a registered agent, whose office is identical with said registered office, as required by the Oklahoma General Corporations Act (Okla. Stat. Title 18, secs. 1021-1026). The registered office may be changed, from time to time, by majority approval of the board of directors.
Section 5. In questions involving procedures not expressed by these by-laws, Robert’s Rules of Order Newly Revised shall be the parliamentary authority.