BYLAWSOF
YOUTHJOURNALISMINTERNATIONAL
A 501(c)(3) NONPROFIT ORGANIZATION
(application pending)
These Bylaws contain provisions for the regulation and management of the affairs of theCorporation.
Preamble
Youth Journalism Internationalconnects teen writers, artists and photographerswith peersaround the globe, teaches journalism, fosters cross-cultural understanding,and promotes anddefendsa free youth press.All of its officers, rules and activities should be directed to promoteits mission.
ARTICLE I
-Offices
1.1
Business Office
. The principal office of the Corporation shall be located at 33 GriswoldDrive, West Hartford, CT 06119. The Corporation may have such other offices, either within oroutside Connecticut, as the Board of Directorsmay designate or as the affairs of the Corporationmay require from time to time.1.2
Registered Office.
The registered office of the Corporation may be, but need not be, thesame as the principal office, and the address of the registered office maybe changed from time totime by the Board of Directors.
ARTICLE II
-Board of Directors
2.1
General Powers.
The business and affairs of the Corporation shall be managed by itsBoard of Directors, except as otherwise provided by law, the Articles of Incorporation, or theseBylaws.
2.2
Number, Nomination, Election, Tenure, Classification.
The Board of Directors shallbe comprised of no fewer than three and no more than eleven members, as determined bythe Board of Directors from time to time. Any action of the Board to increase or decreasethe number of Directors shall constitute an amendment of these Bylaws effecting suchincrease or decrease. Election of Board members shall require an affirmative vote of themajority of the Board at the annual meeting, or duringconference call, or via e-mailor otherelectronic means.Tenure of service on the Board shall be three years. Each Director shall holdoffice untilhis/her term expires and thereafter until his/her successor shall have been elected andqualified, or until his/her earlier death, resignation, or removal. A Director may serveadditional terms if a majority of the Board agrees.2.3
Meetings.
A regular meeting of the Board of Directors shall be held at least once a year forthe purpose of electing Directors and Officers and for the transaction of such other business asmay properly come before the meeting.Generally, the annual meeting will be held at the time and location chosen at least amonth in advance by thePresidentafter consultation with the Board. Inaddition, specialmeetings of the Board may be called by thePresidentwith notice given as provided herein.Such meetings may be held totally or partially by telephoneor other electronicconferenceparticipation.2.4
Notice.
Notice of each meeting of the Board of Directors stating the place, day andhour of the meeting shall be given to each Director at his/her last furnished business orresidential address at leastoneweek prior thereto by the mailing of written notice byfirst class mail; by telephone; or, by electronic mail. The method of notice need not bethe same to each Director.2.5
Quorum and Voting
. A majority of the full Board of Directors shall constitute aquorum for the transaction of business at any meeting of the Board. The vote of themajority of Directors, not including any abstaining Directors, present in person or byelectronic meansat the meeting at which a quorum is present shall be the act of the Board.If less than a quorum is present at a meeting, the Directors who are present may adjournthe meeting without further notice other than an announcement at the meeting, until aquorum shall be present. In case a Director has a conflict of interest and recuseshim/herself, this reduces the number of votes needed for a majority, but should not affectanexisting quorum.2.6
Action Without a Meeting.
Any action required or permitted to be taken at a meetingof the Board of Directors or any Committee thereof may be taken without a meeting if aconsent setting forth the action so taken shallbe phoned in or e-mailed by a majority of the Directors or Committee members entitled to vote with respect to the subject matterthereof. Such consent shall have the same force and effect as an in-person vote of theDirectors or Committee members.2.7
Compensation.
Directors shall not receive compensation for their services, except potentiallyforthe reasonable expenses of Directors for attendance at Board meetings or otherCorporation needs, as approved by the Board of Directors,andmay be reimbursed bytheCorporation.Directors shall not be disqualified to receive compensation for services rendered to or forthe benefit of the Corporation in any other capacity with approval by the Board, with theDirector involved abstaining.
2.8
Executive and Other Committees.
By one or more resolutions, the Board of Directors may designate from among its members an Executive Committee and one ormore other committees, each of which, to the extent provided in the resolutionestablishing such committee, may exercise allthe authority of the Board, except asprohibited by statute. The delegation of authority to any Committee shall not operate torelieve the Board or any member of the Board from any responsibility imposed by law.Rules governing procedures for meetings ofany Committee of the Board shall be asestablished by the Board, or in the absence thereof, by the Committee itself and asprovided by statute.2.9
Resignation.
Any Director/Officer may resign at any time by giving written notice tothe Presidentor the Secretary, and acceptance of such resignation shall not be necessary tomake it effective unless the notice so provides.2.10
Removal.
Any Director/Officer may be removed, with or without cause, by amajority of all Directors at any time, except as providedin Section 2.11. If said removal causesthe Board membership to beless than the minimum prescribed above, the remaining Directorsshall elect areplacement Director to fill the position.2.10.2
Founding Directors.
No Founding Director may be removed as aDirector unless byunanimous vote of allotherDirectors. This provision can only be changed by unanimous vote of all Directors.Founding Directors are those serving at the time of the First Corporate annualmeeting.2.11
Replacement/Vacancies.
A vacancy on the Board of Directors or in any Office,whether due to death, resignation, removal, disqualification, or otherwise may be filledby the remaining Directors for the unexpired term.2.12
Qualifications.
Candidates to theYouth Journalism InternationalBoard of Directors shouldsharethe stated goals ofthe Corporationand commit themselves to promoting its growth andwell-being.All are expected to make a personally significant financial contribution annually.
ARTICLE III
–
Officers
3.1
Number and Qualifications.
The Officers of the Corporation shall be aPresident,a Secretary, and a Treasurer. The Board may also elect or appoint suchadministrative officers,assistant officers or agents as it may consider necessary.No person shall hold more than two of the three positions simultaneously.3.11
Diversity of Officers.
There should be a diverse group of Directors of the Corporation.3.2
Election and Term of Office.
The Officers of the Corporation shall be elected or reelectedby the Board of Directors ateach regular annual meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon as isconvenient thereafter. New offices as outlined in 3.1 above may be created, filled, ordissolved at any meeting of the Board. Each Officer shall hold office until his/hersuccessor shall have been duly elected and qualified, or until his/her earlier death,resignation, or removal.3.3
Authority and Duties of Officers.
The Officers of the Corporation shall have theauthority and shall exercise the powers and perform the duties specified below and asmay additionally be specified by thePresident, the Board of Directors, or these Bylaws,except that in any event each officer shall exercise such powers and perform such duties
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