WINCHESTER NEWS GROUP, INC.
NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR
1.1 Name and Purposes. The name and purposes of the nonprofit corporation shall be as set forth in the Articles of Organization. However, the Corporation, Winchester News Group, Inc., is organized and will be operated for the purpose of providing a trusted and reliable source of local news and will be conducted as WinchesterNews.org to fill the information gap in Winchester, MA to increase civic participation and civil discourse.
1.2 Location. The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the address set forth in the Articles of Organization. The Directors may change the location of the principal office of the Corporation in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth and may also establish such other office or offices as the Directors may deem appropriate.
1.3 Corporate Seal. The Directors may adopt and alter the seal of the Corporation.
1.4 Fiscal Year. The fiscal year of the Corporation, unless otherwise amended by the Directors and including by filing a certificate with the Secretary of the Commonwealth, shall begin on January 1st and end on December 31st in each year.
1.5 Annual Meeting. The annual meeting of the Corporation shall be held not later than one hundred eighty (180) days following the close of the fiscal year at such time and place as the Directors shall designate.
1.6 Gender. The personal pronoun “he” or possessive pronoun “his,” when appropriate, shall be construed to mean “she” or “her” and “they” or “their” and the word “chair” shall be construed to include a female.
The Corporation shall not have members. Any action or vote required or permitted by M.G.L. Chapter 180 to be taken by members shall be taken by action or vote of the same percentage of Directors in accordance with M.G.L. Chapter 180, Section 3.
SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, COMMITTEES, AND FRIENDS OF THE CORPORATION
The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, committees or friends of the corporation or such other title as the Directors deem appropriate. Such persons shall serve in an honorary or advisory capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
BOARD OF DIRECTORS
4.1 Number and Election.
(a) The Incorporator shall initially fix the number of Directors and shall elect the number of Directors so fixed.
(b) Thereafter the Board of Directors shall comprise no fewer than five (5) Directors and no more than twenty (20) Directors.
(c) New Directors shall be elected by a majority of the Directors then in office at the Annual Meeting or at a Special Meeting called for the purpose of electing Directors.
(d) In the event of a vacancy or vacancies in the Board of Directors, however caused, the remaining Directors, even if less than five (5) Directors, may, by the vote of a majority of their number, fill any vacancy or vacancies for the unexpired term.
(e) The number of Directors may be increased or decreased from time to time by a two thirds (2/3) vote of a majority of the Directors then in office.
4.2 Term of Office.
(a) The initial Board of Directors chosen under Section 4.1(a) shall serve until their successors are elected in 2026.
(b) Each Director shall hold office until that Director’s successor is chosen and qualified, or until he or she sooner dies, resigns, is removed, or becomes disqualified.
(c) After the term for the initial Directors, the Directors shall hold office for staggered three (3) year terms. New Directors shall be assigned terms by the initial Board of Directors upon their election so that approximately one-third of the Board stand for election each year.
4.3 Powers. The policies and affairs of the Corporation shall be managed and controlled by the Directors, who shall have and may exercise all the powers of the Corporation under Massachusetts Law. The Directors shall be responsible for the general management and supervision of the business and affairs of the Corporation.
4.4 Committees of the Board. The Directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers, except the power to (a) authorize a petition for the dissolution of the corporation; (b) change the principal office of the corporation; (c) amend these bylaws or the Articles of Organization; (d) elect officers and fill vacancies in any such offices; (e) change the number of the Board of Directors and fill vacancies in the Board of Directors; (f) remove officers or directors from office; or (g) authorize a merger. Any committee to which the powers of the Directors are delegated shall consist solely of Directors. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Directors. The members of any committee shall remain in office at the pleasure of the Directors. The President may appoint committee chairs or in his or her discretion may delegate the selection of a chair to the members of any committee. Any such committee may exercise the authority granted to it by the Board’s enabling resolution.
4.5 Removal. A Director may be removed from office with or without cause by a two thirds (2/3) vote of the majority of the Directors (not including said Director) then in office. A Director may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove the Director.
4.6 Resignation. A Director may resign by delivering his or her written resignation to the president, treasurer or clerk of the Corporation. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
4.7 Vacancies. Any vacancy in the Board of Directors, including any vacancy resulting from enlargement of the Board, may be filled by a two thirds (2/3) vote of the majority of the Directors then in office. Each successor shall hold office for the unexpired term of the Director, whose place is vacant or until he sooner dies, resigns, is removed or becomes disqualified.
The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
4.8 Regular Meetings. Regular meetings of the Directors may be held at any time and at any place within the United States as the Directors may determine. There shall be a minimum of four regular meetings of Directors each year, including the Annual Meeting.
4.9 Special Meetings. Special meetings of the Directors may be held at any time and at any place within the United States when called by the President of the Board of Directors, or by two (2) or more Directors with at least two (2) days’ notice of the date, time and place.
4.10 Notice of Meetings.
(a) All Meetings. Reasonable notice of the time and place of each meeting of the Directors shall be given to each Director. Such notice need not specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization of the Corporation, or these Bylaws.
(b) Reasonable Notice. Except as otherwise expressly provided by law, the Articles of Organization of the Corporation, or these Bylaws, it shall be reasonable notice to a Director of the time and place of a meeting to send notice by mail or by electronic mail or telecopier at least seven (7) days before the meeting addressed to him or her at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least forty eight (48) hours before the meeting.
(c) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by him (or his or her attorney there unto authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
4.11 Quorum. At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held adjourned without further notice.
4.12 Voting. When a quorum is present at any meeting, a majority of the directors present and voting may decide any question, including the election of officers, unless otherwise provided by law, the Articles of Organization or these Bylaws.
4.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all of the Directors consent to the action in writing and such consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as votes at a meeting.
4.14 Participation by Telephone, Etc. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.
4.15 Compensation. Directors shall not receive compensation for their services, but may be reimbursed reasonable amounts on account of their expenses of attendance at meetings. Directors shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation for any such services.
5.1 Number and Qualification. The officers of the Corporation shall be a President, a Treasurer, and a Clerk, and any such other officers as the Directors may determine. Officers will be members of the Board of Directors. The Clerk shall be a resident of The Commonwealth of Massachusetts unless the Corporation has a resident agent appointed to accept service of process. A person may not hold more than one office at the same time. If required by the Board of Directors, any officer shall give the Corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the Directors.
5.2 Election. The President, Treasurer and Clerk shall be elected annually by a majority vote of the Directors at their Annual Meeting. Other officers, if any, may be elected by the Board of Directors by a majority vote at any time.
5.3 Term. The President, Treasurer and Clerk shall each hold office until the next Annual Meeting of the Board of Directors and/or until his or her successor is chosen and qualified, and each other officer shall hold office until the next Annual Meeting and/or until his or her successor is chosen and qualified, unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
5.4 President. The President shall be the Chief Executive Officer of the Corporation, except as the Directors may otherwise provide, and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall have such other duties and powers as the Directors may determine. The President shall preside at all meetings of the Directors, except as the Directors otherwise determine. The Clerk shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his or her inability to act.
5.5 Treasurer. The Treasurer shall be the Chief Financial Officer and Chief Accounting Officer of the Corporation. The Treasurer shall, subject to the control of the Directors, be in charge of the financial affairs of the Corporation and shall keep full and accurate records thereof, which required records shall be made available at all reasonable times for inspection or made available on the website. The Treasurer shall be in charge of the books of account and accounting records and procedures of the Corporation. The Treasurer shall also have the duty to prepare and/or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service and other federal agencies. The Treasurer shall have such other duties and powers as the Directors shall determine.
5.6 Clerk. The Clerk shall record and maintain records of all proceedings of the Directors and/or Officers in a book or books kept for that purpose, which shall be kept within the Commonwealth of Massachusetts at the principal office of the Corporation or at the office or residence of its Clerk or its resident agent. Such book or books shall also contain records of all meetings of incorporators and the original or attested copies of the Article of Incorporation and Bylaws and names of all Directors and the address of each, which required records shall be available at all reasonable times for inspection or made available on the website. If the Clerk is absent from any meeting of the Directors, a temporary Clerk shall be chosen at the meeting and shall exercise the duties of the Clerk at said meeting.
5.7 Removal. Any officer may be removed from office with or without cause by the vote of a majority of the Directors (not including said officer) then in office. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the Directors.
5.8 Resignation. Any officer may resign by delivering his written resignation to the President, Treasurer or Clerk of the Corporation. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
5.9 Vacancies. If the office of any officer becomes vacant, the Directors may elect a successor. Each such successor shall hold office for the unexpired term of the officer whom he or she replaced, and, in the case of the President, Treasurer and Clerk, until his or her successor is chosen and qualified, and in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
EXECUTION OF INSTRUMENTS
Except as the Directors may generally or in particular cases otherwise determine, all deeds, leases, contracts, bonds, notes, checks, drafts and other instruments or obligations authorized to be made, accepted or endorsed by an officer of the Corporation on its behalf shall be signed and, as required, sealed, acknowledged and delivered by President or Treasurer.
NO PERSONAL LIABILITY
The Directors and Officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Corporation.
The Corporation shall, to the extent permissible by law, indemnify each person who may serve or who has served at any time as an Officer, Director or Employee of the Corporation against all expenses and liabilities, including without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonable incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors then in office who are not at the time parties to the proceeding.
If authorized by a majority vote of a quorum of disinterested Directors, indemnification may include payment of expenses in defending such action, suit or other proceeding in advance of the final disposition upon (a) an affirmation generally stating that he or she has met the required standard of conduct, and (b) an agreement undertaking to repay any amounts advanced if it is ultimately determined that he or she shall not be entitled to indemnification.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Section shall be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between the Corporation and the indemnified Officers, Directors and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, Director or employee under this Article shall apply to such Officer, Director or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified Officer, Director or employee.
CONFLICT OF INTEREST
9.1 Conflict Defined. A conflict of interest may exist when the interests or activities of any Officer, Director or employee/staff member may be seen as competing with the interests or activities of the Corporation, or the Officer, Director or employee/staff member derives financial or other material gain or benefit as a result of a direct or indirect relationship.
9.2 Disclosure Required. Any possible conflict of interest shall be disclosed to the Board of Directors by the person concerned, if that person is a Director or an Officer of the Corporation, or to the President, or to such person or persons as he or she may designate, if the person is not a Director or Officer of the Corporation.
9.3 Abstinence from Vote. When any conflict of interest relates to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its appropriate Committee and such person shall not vote on the matter; provided, however, that any Director disclosing a conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a Committee thereof.
9.4 Absence from Discussion. Unless requested to remain present during the meeting, the person having the conflict shall retire from the room in which the Board or its Committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the Board or Committee with any and all relevant information.
9.5 Minutes. The minutes of the meeting of the Board or Committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final deliberation or decision and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or Committee, excluding the person concerning whose situation the conflict has arisen.
9.6 Annual Review. A copy of this conflict of interest Bylaw shall be furnished to each Director, Officer and employee/staff member who is presently serving the Corporation, or who may hereafter become associated with the Corporation. This policy shall be reviewed annually for the information and guidance of Directors, Officers and employees/staff members. Any new Director, Officer and employee/staff member shall be advised of this policy upon undertaking the duties of such office.
The Directors, Officers, employees/staff members, committee members and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation.
It is the policy of Winchester News Group, Inc., and its conducted business WinchesterNews.org, not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
CODES OF ETHICS
11.1 Purpose. The Corporation requires and encourages Directors, Officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. Directors, Officers and employees of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the Corporation to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support said goal. The support of all corporate representatives and employees is necessary to achieve compliance with various laws and regulations.
11.2 Reporting Violations. If any Director, Officer or employee reasonably believes that some policy, practice or activity of the Corporation is in violation of the law, a written complaint must be filed by that person with the President or Clerk. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to be made maliciously or knowingly to be false shall be subject to civil and criminal review. Violations or suspected violations may be submitted on a confidential or anonymous basis and shall be kept confidential to the extent possible.
11.3 Retaliation. The Corporation shall not retaliate against any Director, Officer or employee who discloses or threatens to disclose any activity, policy or practice of the Corporation or has in good faith made a protest or raised a complaint against some practice of the Corporation or of another individual or entity with whom the Corporation has a business relationship that the individual reasonably believes is in violation of a law, or a rule, or a regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning health, safety, welfare or protection of the environment. Said person is only protected from retaliation if he or she brings the alleged unlawful activity, policy or practice to the attention of the Corporation and provided the Corporation with a reasonable opportunity to investigate and correct said unlawful activity.
11.4 Handling of Reported Violations. The President or Clerk shall notify the sender acknowledging receipt of the reported violation or suspected violation within five (5) business days. All reports shall be promptly investigated by the Board of Directors and/or its appointed committee(s) and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all Directors, Officers and employees/staff through these Bylaws and they shall have the opportunity to ask questions about the policy.
12.1 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors by a two thirds (2/3) vote of the majority of Directors then in office.
12.2 Designated Contributions. The Officers of the Corporation may accept on its behalf, in accordance with policies and procedures set by the Board of Directors, any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Corporations Articles of Organization. As so limited, donor designated contributions shall be accepted for special funds, purposes or uses. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used in a manner consistent with the restrictions contained in the grant and the Corporations exempt purposes.
12.3 Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent federal income tax laws.
12.4 Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, No Director, Officer, employee or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. In addition, no part of the net earnings of the Corporation shall inure to the benefit or be distributed to any Director, Officer, or private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
12.5 Dissolution. Upon termination or dissolution of Winchester News Group, Inc., any assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive said assets hereunder shall be selected by a majority vote of the Directors then in office. If said Directors cannot agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction by one (1) or more Director. The Court, upon finding that this section is applicable, shall select the qualifying organization(s) to receive the assets and resources to be distributed, giving preference, if practicable, to organizations located in the Commonwealth of Massachusetts. In the event the Court cannot locate any qualifying organization(s), then the Court shall direct the distribution of the assets and resources lawfully available for distribution to the Treasurer of the Commonwealth of Massachusetts to be added to the general fund.
13.1 Amendment to the Bylaws. These Bylaws may at any time be altered, amended or repealed, in whole or in part, by vote of a majority of the Directors then in office, provided, however, that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as nonprofit, tax exempt Corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
13.2 Amendment to the Articles of Incorporation. Any amendment to the Articles of Incorporation may be adopted by approval of two thirds (2/3) of the Board of Directors.
The undersigned certifies that she is the Clerk of Winchester News Group, Inc., a Massachusetts nonprofit Corporation, and that as such she is authorized to execute this certificate on behalf of said Corporation, and further certifies that the foregoing Bylaws, consisting of twelve (12) pages, including this page, constitute the Bylaws of the Corporation as of this date, duly adopted by the Directors of the Corporation at their April 10, 2023 meeting, as amended from time to time prior to the date hereof.
Dated: April 10, 2023
Signature: M. Joyce Westner, Clerk