Bylaws of Local Independent Online News Publishers

ARTICLE I

NAME and OFFICE

The name of this corporation is Local Independent Online News Publishers, Inc. (LION) (the “Corporation”). These bylaws have been adopted pursuant to the Articles of Incorporation of this Corporation and in accordance with the General Corporation Law of the State of Delaware. The principal office of LION, Inc. shall be 4023 Kennett Pike Suite 50019, Wilmington, DE 19807.

ARTICLE II

PURPOSES and MISSION

The purposes of this Corporation are those stated in the Articles of Incorporation – exclusively charitable, educational or scientific in nature as defined and limited by Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law). The mission of LION is to strengthen the local news industry by helping independent news publishers build more sustainable businesses.

ARTICLE III

MEMBERS

Section 1

Any interested person who meets the requirements for membership as such requirements may, from time to time, be established by the staff shall be eligible for membership in the Corporation. Application for membership shall be made in writing to the Corporation and shall be acted upon in accordance with procedures established by the staff and approved by the Board. 

Classes and Qualifications.

The staff, with approval from the Board of Directors, shall determine and set forth in separate documents the qualifications, initiation fees, dues, terms, and other conditions of each class of member. 

Section 2

Removal.

Any member may be removed from membership for failure to meet membership criteria as established by the staff and approved by the Board, or for allegations of engagement in illegal, unprofessional or immoral acts substantiated pursuant to the member code of conduct and conflict policy. Membership shall automatically be suspended for nonpayment of dues.

ARTICLE IV

BOARD OF DIRECTORS

Section 1

Powers.

There shall be a Board of Directors of the Corporation, which shall oversee and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2

Number and Qualifications.

The Board of Directors of the Corporation (the “Board”) shall be composed of up to 15 individuals. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director. A simple majority of the Directors shall be members of the organization.

Section 3.

Election and Term of Office.

The members of the Board of Directors shall be elected by the Board of Directors. Directors on the Board shall serve for a term of three years.

– Any Board member can serve only a maximum of six years consecutively. A Board member is eligible to re-join the Board after 18 months of being away from the Board, except when by unanimous Board consent a member of the Board is requested to serve until a stipulated date and such member accepts the request; the stipulated date should be no more than the year from the date on which the term extension takes effect. Consecutive service refers to time served on the Board without a gap of at least 18 months in between each period of service. 

Section 4.

Resignation.

Any director may resign at any time by giving written notice to the Chair of the Board of Directors. Such resignation shall take effect at the time specified, or, if no time is specified, at the time of acceptance as determined by the Chair.

Section 5

Removal.

Any director may be removed from office, with or without cause, by a three-fourths vote of the voting Directors at any regular or special meeting of the Board of Directors called expressly for that purpose.

Section 6

Vacancies.

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

Section 7

Regular Meetings.

A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day, and place as shall be designated by the Board of Directors. In addition to the annual meeting, at least two other regular meetings shall be held each year.

Section 8

Special Meetings.

Special meetings of the Board of Directors may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.

Section 9

Notice.

Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least seven (7) days previous to the meeting. Such notice shall be made in writing, via email or other means. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

Section 10

Quorum.

A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 11

Manner of Acting.

Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

Section 12

Written Consent In Lieu of a Meeting.

The Board may take action without a meeting if written consent to the action is signed by three-quarters of the total number of directors. Such action may be made electronically, including via email, and recorded at the next regular meeting.

Section 13

Telephone/Electronic Meeting.

Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone or other electronic means shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

Section 14

Duality or Conflicts of Interest.

(a) In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.

(b) No director shall cast a vote, nor take part in the final deliberation in any matter in which the member, members of the member’s immediate family or any organization to which such director has allegiance, has an interest that may be seen as competing with the interest of the Corporation. Any director who believes that they themselves may have such a conflict of interest shall notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. Any allegations of an unresolved conflict of interest specific to the Board or any committees shall be referred to the Governance Committee for review; members of the committee shall make recommendations to the full board for resolution. It is the responsibility of the Committee Chair to ensure conflict of interest recommendations reach the Board. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

ARTICLE V

OFFICERS

Section 1

Voting Officers.

The voting officers of the Corporation shall consist of a Chair, a Vice Chair, an Immediate Past Chair, a Secretary, and a Treasurer. 

Section 2

Election of Officers.

The officers of the Corporation shall be elected by the majority of those current board members every two years at a regular annual meeting .

Section 3

Term of Office.

The officers of the Corporation shall be installed at the meeting at which they are elected and shall hold office for two years or until their respective successors shall have been duly elected.

– The positions of Chair and Vice Chair shall be elected every two years.

– The Chair, Vice Chair, Immediate Past Chair, Secretary and Treasurer shall serve in the same position a maximum of four years consecutively.

Section 4

Resignation.

Any officer may resign at any time by giving written notice to the Chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

The Chair may resign by providing written notice to the Vice Chair. In the event the Chair resigns, the Vice Chair will become the Chair. The resigning Chair will not become the Immediate Past Chair; the existing Immediate Past Chair shall remain in that role. 

Section 5

Removal.

Any officer may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum. In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the Board present at any meeting at which there is a quorum. Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least three (3) consecutive meetings of the Board of Directors.

Section 6

Vacancies.

A vacancy in any office shall be filled by the Board of Directors for the unexpired term.

Section 7

Chair.

The Chair shall provide oversight to the organization and its executive director. The Chair may sign Board resolutions and other instruments necessary to conduct corporation business, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.

Section 8

Vice Chair.

The Vice Chair assumes the Chair’s leadership roles when the Chair is unavailable. The Vice Chair will serve as a chair-in-waiting, becoming Chair, upon Board approval, when the term of preceding Chair ends.

Section 9

Immediate Past Chair.

The Immediate Past Chair assumes leadership roles when the Chair and Vice Chair are unavailable. The Immediate Past Chair provides advice and guidance to the Chair and Vice Chair. If the Immediate Past Chair is term limited past the period of their term as Chair, they shall serve on the Board of Directors for one additional year.

Section 10

Secretary.

The Secretary shall keep the minutes of the meetings of the Board of Directors in a manner easily accessible and searchable by Board members and the Executive Director; see that all notices are duly given in accordance with the provisions of these Bylaws; ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.

Section 11

Treasurer.

The Treasurer shall oversee the financial administration of the Corporation, including but not limited to oversight of financial transactions and recordkeeping, the performance of associated audits, and in general perform all the duties incident to the office of Treasurer and other duties as from time to time may be assigned to the Treasurer by the Board of Directors. The Treasurer shall serve as the Chair of the Finance Committee.

Section 12

Executive Director.

The Board shall have one employee, to be called the Executive Director. This person shall be an officer of the Corporation but will not be a voting member of the Board of Directors.

(A) The Executive Director shall be chosen by a three-fourths majority of directors present at a special meeting called for such purpose.

(B) Within 30 days of such vote, and with direction from the Board, the Chair shall negotiate and execute a contract with the Executive Director to enumerate and describe that person’s duties and responsibilities; method of professional evaluation; pay and benefits; and any other parameters determined by the Board.

(C) The Executive Director shall control the day-to-day operations and finances of the Corporation, and shall sign contracts and enter agreements that bind the Corporation.

(D) The Executive Director shall be responsible for all hiring, evaluation, accountability and other general subordinate personnel operations of the organization.

(E) In the absence of an Executive Director, the Deputy Director will serve as the Interim Executive Director. In the case that there is no Deputy Director (or equivalent senior position) to serve in this capacity, the Board Chair shall serve as the Interim Executive Director until such time as the Board of Directors shall hold an emergency meeting to select an interim Executive Director.

 

ARTICLE VI

COMMITTEES

Section 1

The Board Chair and Vice Chair shall attend every LION Committee meeting. Should there be a vacancy in the chairpersonship of a committee, the Board Vice Chair shall fill that role until the vacancy is filled.

All LION Board members are expected to serve on at least one committee. Every committee must have at least one Board member in addition to the chair of that committee.

Executive Committee

The five officers of the Board enumerated in Article V Section 1 and the chairs of chartered committees shall constitute the Executive Committee, which is chaired by the active Board Chair. This committee shall be able to act on behalf of the entire Board in situations where time is of the essence and the entire Board cannot meet; such decisions are to be fully explained, including any vote counts, at the next Board meeting. This committee shall not have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation. The committee shall meet at intervals determined by the Chair to be sufficient to complete its work.

In the event of a vote that ends in a tie, the Board Chair shall break the tie.

Regular Executive Committee meetings are open to observation from current Board members. Visiting / observing Board members not on the Executive Committee shall not vote on matters that come before the committee.

The Committee shall conduct the annual review of the Executive Director. 

Section 2

Finance Committee

The Finance committee shall be chaired by the Treasurer. The committee’s principal responsibility is oversight of the budget and to ensure effective and appropriate fiscal policies are in place to govern the board and employees. The committee shall not make policy or approve budgets, but rather evaluate financial matters concerning LION and make recommendations to the full Board for approval. The committee may have as members persons the Committee Chair deems qualified. The Finance Committee Chair shall determine the sufficient number of persons to serve on the committee. The Finance committee shall meet at least quarterly.

Section 3

Board Development and Recruitment Committee

The chair of the committee shall be appointed by the Board Chair. The Committee Chair must be a member of the LION Board of Directors. The committee’s principal responsibility is the professional development of the active board and recruitment of board members to serve the organization. The committee shall not make policy or approve new board members, but rather evaluate board development and recruitment matters concerning LION and make recommendations to the Board Chair for approval by the full board. The committee may have as members persons the Committee Chair deems qualified. The Committee Chair shall determine the sufficient number of persons to serve on the committee. The committee shall meet at least quarterly.

Section 4

Governance Committee

The chair of the committee shall be appointed by the Board Chair. The Committee Chair must be a member of the LION board of directors. The committee’s principal responsibility is to facilitate good governance of the Board’s and organization’s adherence to by-laws and policies duly established by the organization. The committee shall not make policy, but rather evaluate governance matters concerning LION’s Board and make recommendations to the full board for approval. The committee may recommend amendments to the bylaws for approval by the full board. Any allegations of an unresolved conflict of interest specific to the Board or any committees shall be referred to the Governance Committee for review; members of the committee shall make recommendations to the full board for resolution. It is the responsibility of the Committee Chair to ensure conflict of interest recommendations reach the Board. The committee may have as members persons the Committee Chair deems qualified. The Committee Chair shall determine the sufficient number of persons to serve on the committee. The committee shall meet at least quarterly.

Section 5

Other Committees and Task Forces

The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1

Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

ARTICLE VIII

INDEMNIFICATION

Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by the director, officer, or employee in connection with any claim, action, suit, or proceeding to which  the director, officer, or employee is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which  the director, officer, or employee shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation. The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that the director, officer, or employee is not entitled to indemnification under this article.

ARTICLE IX

AMENDMENTS TO BYLAWS

These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of three-fourths of the current members of the Board of Directors at any regular or special meeting of the Board. The notice of the meeting shall set forth a summary of the proposed amendments.

Approved by the Board of Directors, Sept. 15, 2012.

Updated Jan. 3, 2013, with the approval of the Board of Directors to correct a typographical error in Article V, Section 1.

Amended June 12, 2017, upon a vote of the Board of Directors to expand the maximum number of directors to 15

Amended November 11, 2018, throughout upon a vote of the Board of Directors. Primarily, added Vice Chair, Immediate Past Chair and Executive Director. Also set term limits for board members.

Amended November 19, 2021 with additional criteria for possible removal of Board members.

Amended April 18, 2022 throughout upon a vote of the Board of Directors, including to update the following: LION’s principal address following re-incorporation; new mission statement; current classes of members; current division of labor between board and staff; member removal protocol; addition of membership committee charter.

Amended Mar 21, 2024 throughout upon a vote of the Board of Directors, including to update the following: LION’s mission statement; the extension of the term of the board chair; to clarify the “voting officers” of the board; to update the criteria for removing a board member; and to remove the list of various specified classes of members.