Front Page Foundation Bylaws

BYLAWS

OF

FRONT PAGE FOUNDATION, INC.

AS AMENDED AND RESTATED

EFFECTIVE MAY 14, 2018

ARTICLE I. Name and Address

The name of this corporation shall be Front Page Foundation, Incorporated. The board of

directors may designate other names for specific activities and programs, as it deems appropriate.

The principal office of the corporation shall be 1019 Orchid Drive, Knoxville, TN 37912 in Knox

County, TN. The corporation may also have offices at such other places in Tennessee as the

board of directors may from time to time appoint or as the purposes of the corporation may

require. The board of directors shall have the power to change the principal office or the

registered agent from time to time by affirmative simple majority vote without the necessity of

amending these bylaws. Any change so made by the board shall be reported to the Tennessee

Secretary of State as may be required by law.

ARTICLE II. Objectives

This is a non-profit corporation. That is, the corporation is organized exclusively for

religious, charitable, scientific, literary, or educational purposes within the meaning of Internal

Revenue Code § 501(c)(3) as it currently exists or may be amended. Specifically, the

corporation's purpose shall be to conduct fundraising activities to benefit journalism in all media

by funding scholarships, internships, professional development activities and educating the

general public on issues in journalism including but not limited to transparency, ethical reporting,

First Amendment, privacy and Open Meetings/Records matters and, improve the profession of

journalism generally, and to take other actions for the benefit of the community it serves not

inconsistent with such purposes. The community to be served by the corporation is the State of

Tennessee. This corporation began within the East Tennessee Society of Professional Journalists

but is no longer a part of that organization.

The corporation is not formed for financial or pecuniary gain. No substantial part of the

activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to

influence legislation, except as provided in § 501(h) of the Internal Revenue Code as it currently

exists or may be amended, and this corporation shall not participate in or intervene in any

political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III. Membership

The board of directors, by a resolution adopted by a simple majority vote, may establish

classes of membership, membership qualifications, dues, and such other incidents to membership

as the board may deem necessary.

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ARTICLE IV. Management of the Corporation

Section 4.1 — General Management. The corporation shall be a public benefit corporation.

This corporation shall be managed by a board of directors. Should the board of directors choose

to do so at a future date, it may establish membership, and/or hire employees according to the

provisions contained within these bylaws. Until the initial board of directors is elected, the

corporation is being managed by a steering committee. The functions of the steering committee

are to incorporate the corporation, adopt the initial bylaws of the corporation, select the initial

board of directors, and to do such other activities as are necessary before the board of directors

is elected.

Section 4.2 — Board of Directors. The business and affairs of the corporation shall be

supervised by its board of directors, which shall exercise in the name of and on behalf of the

corporation all of the rights and privileges legally exercisable by the corporation as a corporate

entity, except as may otherwise be provided by law, the charter, or these bylaws. The board of

directors, as the governing body of the corporation, shall have the authority to receive,

administer and distribute property on behalf of the corporation in accordance with the provisions

set forth in these bylaws. The board of directors shall determine corporation priorities and

approve long range plans to achieve these priorities. The board of directors shall set overall

policies that direct the corporation's activities.

Section 4.3 — Limited Liability of Directors and Officers. Under the authority of Section

4852-102(b)(3) of the Tennessee Nonprofit Corporation Act, a director shall not be personally

liable to the corporation or its members for monetary damages for breach of fiduciary duty as a

director, except that this provision shall not eliminate or limit the liability of a director for:

A. Any breach of the director's duty of loyalty to the corporation or its members; or

B. Any acts or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law; or

C. Any unlawful distribution of assets in violation of Section 48-58-304 of the Tennessee

Nonprofit Corporation Act.

No amendment or repeal of this Section shall apply to or have any effect on the liability or alleged

liability of any directors of the corporation for or with respect to any acts or omissions of such

director occurring prior to such amendment or repeal. With respect to claims or liabilities arising

out of service as a director or officer of the corporation, the corporation shall indemnify and

advance expenses to each present and future director and officer (and his or her estate, heirs and

personal representatives) to the fullest extent provided in Chapter 58 of the Tennessee Nonprofit

Corporation Act, both as now in effect and as hereafter adopted or amended.

Section 4.4 — Prohibition Against Sharing in Corporation Assets. No director, officer, board

member, employee, or volunteer shall be entitled to share in the distribution of any of the

corporation assets upon dissolution of the corporation. All members of the board of directors of

the corporation shall be deemed to have expressly consented and agreed that upon such

dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the

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assets of the corporation, after all debts have been satisfied, then remaining in the hands of the

board of directors, shall be distributed in such amounts as the board of directors may determine

or as may be determined by a court of competent jurisdiction upon application of the board of

directors. Said assets shall be distributed exclusively to a charitable, religious, scientific, literary,

or educational organization or organizations that qualify under the provisions of Sections

501(c)(3) and 170(c)(2) of the Internal Revenue Code and its regulations as they now exist or

may be amended, or to the federal, state, or local government for exclusively public purposes.

Section 4.5 — Exempt Activities. Notwithstanding any other provision of these bylaws, no

director, officer, employee, or representative of this 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 and its regulations as

they now exist or may be amended.

ARTICLE V. Board of Directors

Section 5.1 — Qualifications. Directors are required to be of legal age. Membership in the East

Tennessee Society of Professional Journalists is not required. If a director candidate is a director

of the East Tennessee Society of Professional Journalists, he or she may be elected to the board of

directors for the Front Page Foundation provided that his or her election will not result in a

situation where a majority of the Front Page Foundation directors sits on both boards. Directors

should possess a demonstrated interest in the profession of journalism.

Section 5.2 — Number. The number of directors on the board shall be a minimum of three (3).

The board of directors shall have the power to change the size of the board by an affirmative two-

thirds (2/3) majority vote.

Section 5.3 — Election. Members of the board of directors shall be elected at the annual board of

directors meeting where a quorum of the board of directors is present. Election shall be made by a

simple majority of the votes cast by the sitting board of directors. Board of director candidates

shall be selected from among those nominated by the Nominating Committee. The Nominating

Committee shall include the President, Secretary, and any directors voluntarily rotating off the

board. All board candidates shall receive relevant corporation information and shall be required to

report any potential conflict of interest concerning the corporation. The board of directors shall

notify new board members in writing after their election.

Section 5.4 — Term. The term shall be for a period of three (3) years, beginning on the first day

of the next fiscal year and continuing for three (3) years or until a replacement is elected and takes

office, whichever is later. In order to stagger the terms, one-third of the initial directors shall be

elected to a one (1) year term, one-third of the initial directors shall be elected to a two year term,

and the remaining one-third of the initial directors shall be elected to a full three year term for

their first term.

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The initial directors, and their terms of office shall be:

(1) Jean Ash

(2) Georgiana Vines

(3) Michael T. Martinez

(4) Dorothy Bowles

(5) David Lauver

(6) Kristi Nelson Bumpus

Term: 1 years.

Term: 3 years.

Term: 3 years.

Term: 1 years.

Term: 2 years.

Term: 2 years.

Section 5.5 — Removal. Any of the directors may be removed, for cause, by a simple majority

vote of the directors then in office at any regular or special board meeting. The director shall be

given notice of removal within ten (10) days following such action. Cause may include, but is not

limited to: acting in a manner deemed detrimental to the corporation, acting in manner that is

harmful to the corporation or illegal, or other similar acts.

Section 5.6 — Vacancies. Any vacancies occurring on the Board of Directors between annual

elections may be filled by a simple majority vote of the board members at the next regular

meeting. The newly appointed director will serve until the next annual election of the directors.

Section 5.7 — Resignation. Any director may resign at any time by giving written notice to the

President and to one other officer. Any resignation shall take effect at the time specified therein,

or if no time is specified, then upon its delivery to the President and to one other officer.

Section 5.8 — Quorum. At all meetings of the board of directors or of committees, a simple

majority of the directors or committee members then in office shall constitute a quorum for the

transaction of business. Except with respect to indemnification proceedings, common or

interested directors may always be counted in determining the presence of a quorum at a

meeting of the board of directors or of a committee that authorizes, approves, or ratifies an

action of the corporation. Once a quorum is present to organize a meeting, it is not broken by

the subsequent withdrawal of any of those present. A meeting may be adjourned despite the

absence of a quorum.

Section 5.9 — Voting. Except as provided in the charter, these bylaws, or the laws of the State of

Tennessee, at every meeting of the directors, each director of the corporation entitled to vote at

such meeting shall have one vote on each matter submitted to a vote. For all matters subject to

vote by the directors, the voting shall be by voice vote and need not be by written ballot unless

requested by any two (2) directors in writing or unless required by statute. A simple majority vote

of those entitled to vote and represented at the meeting, a quorum being present, shall be the act of

the directors. A simple majority vote for approval shall operate as follows, subject to a quorum

being present: a simple majority of votes has "approved" an action when the number of

affirmative votes exceeds the number of negative votes. A simple majority of votes has

"disapproved" an action when the negative votes equal or exceed the affirmative votes.

Section 5.10 — Meetings of Board and Committees. There shall be an annual meeting of the

board of directors at a time to be determined by the board of directors. By resolution, the board

of directors may establish a date or dates on which other regular meetings of the board of

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directors or any other committee shall be held between annual meetings. The board shall meet a

minimum of four (4) times annually including the annual meeting. The board of directors may

meet on the dates established by resolution. If regular meetings are not established by resolution,

such meetings shall be held on the date set at the board's previous meetings or when earlier called

by its President or by a majority of its members. Special meetings of the board may be called at

any time by the President or by agreement of a simple majority of the directors. The board of

directors shall attend and actively participate at all board meetings whenever possible.

Board of directors and committee meetings shall be open to the general public. Should

the board of directors or committee members deem it in the best interests of the corporation to

limit access by the general public at any particular meeting, they may do so by resolution adopted

by simple majority vote.

Section 5.11 — Place of Annual Meetings. The board shall designate by resolution the location

of meetings. If no resolution is in force, the meeting shall be held at the place where the last

annual meeting of the directors was held, or the location designated in the notice of the meeting.

Section 5.12 — Notice Requirements. Notice of any special meeting, including any meeting

for the removal of any director, shall be given to each director and member, by any usual means

of communication, not less than five (5) business days before the meeting. This notice shall

contain the place, day, and hour of the meeting. The annual meeting of the board of directors

may be held without formal notice. Notice need not be given of adjourned meetings or of

regular meetings of the board of directors held at times fixed by the board of directors. Meetings

may also be held at any time without notice if all directors are present or if those not present

waive notice in writing. Neither the business to be transacted, nor the purpose of, any regular or

special meeting, excluding any meeting for the removal of any director, need be specified in the

notice or any waiver of notice.

Section 5.13 — Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver

of notice of this meeting, except where a director attends a meeting for the express purpose of

objecting to the transaction of any business because the meeting is not lawfully called or

convened. Whenever the board of directors or any committee of the board of directors is

authorized to take any action after either notice is given to any person or persons or a prescribed

period of time has lapsed, the action may be taken without fulfilling such requirements if, at any

time before or after the action is completed, the person or persons entitled to such notice or

entitled to participate in the action to be taken submit a signed waiver of notice of such

requirement.

Section 5.14 — Record of Meetings. A record shall be kept of the proceedings of all meetings

of the board of directors and its designated committees, which record shall be verified by the

signature of the Secretary or other officer of the corporation. This record of the written minutes

shall be distributed to the board of directors by any usual means of communication. All meetings

shall be called to order by the President or his or her designee, or the committee chairperson in

the case of committee meetings, and he or she shall preside over the meeting throughout its

proceedings.

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Section 5.15 — Action by Written Consent. Whenever the directors are required or permitted to

take any action by vote, such action may be taken without a meeting but rather on written consent,

setting forth the action so taken, signed or affirmatively agreed to in writing by the number of

directors that would be necessary to authorize the action. The affirmative vote of the number that

would be necessary to take such action at a meeting shall be the act of the board.

Section 5.16 — Presumption of Assent. A director who is present at a meeting of the board of

directors, or any committee thereof, shall be presumed to have concurred in any action taken at the

meeting, unless the director votes in the negative or chooses to abstain from voting.

Section 5.17— Adjournment. A meeting of the board of directors may be adjourned. Notice of

the adjourned meeting or of the business to be transacted there, other than by announcement at the

meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at

which a quorum is present, the action shall be as valid as though it had been authorized at a

meeting of the board.

Section 5.18 — Attendance by Telephone or Other Contemporaneous Communication.

Participation by members of the board of directors or any committee designated by the board in

any meeting of the board or committee shall be permitted by means of conference telephone or

similar communications equipment by means of which all persons participating in the meeting can

effectively communicate with each other. Additionally, attendance by e-mail is permitted if the

entire meeting is conducted via e-mail. Participation in such a meeting pursuant to this section

shall constitute presence in person at such meeting for purposes of constituting a quorum.

Section 5.19 — Compensation of Board Members. Directors may receive reimbursement for

out-of-pocket expenses incurred while conducting authorized business on behalf of the

corporation. Directors shall be entitled to receive reasonable fees for goods or services rendered to

the corporation in capacities other than as members of the board.

ARTICLE VI. Committees

The board of directors, by resolution adopted by a simple majority vote, may

designate committees, including an Executive Committee capable of making decisions on behalf

of the board of directors between board meetings, and delegate to such committee or committees

all such authority of the board of directors that it deems desirable. The committee shall report any

action taken to the board of directors at the next meeting following the taking of such action,

unless the board of directors otherwise requires.

ARTICLE VII. Officers

Section 7.1 — Number. The officers of the corporation shall be a President, Vice President, a

Secretary, and a Treasurer. These officers shall have the duties set forth in Section 7.7 below. In

addition, there may be such other officers as the board of directors may deem necessary.

Section 7.2 — Term of Office. Officers shall be chosen by the board of directors at the annual

meeting of the board. The term will begin immediately upon election and continue for one (1)

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year, or until an election is held at the next annual meeting, or until such officer's death,

incapacity, resignation, or removal.

Section 7.3 — Removal. Any officer may be removed from office, with cause, at any time, by

the affirmative simple majority vote of the board of directors then in office.

Section 7.4 — Vacancies. The board of directors may select an individual by affirmative simple

majority vote to fill the unexpired portions of any vacancy in an office. This vacancy may be due

to any cause.

Section 7.5 — Absence or Disability. In the event of the absence or disability of any officer of

the corporation and of any person hereby authorized to act in his place during such period of

absence or disability, the board of directors may from time to time delegate the powers and

duties of such officer to any other officer, or any director, or any other person whom it may

select.

Section 7.6 — Resignation. Any officer may resign at any time by giving written notice to the

President and to one other officer. Any resignation shall take effect at the time specified therein,

or if not time is specified, then upon its delivery to the President and to one other officer.

Section 7.7 — Duties and Powers of Officers. The officers shall have the following respective

duties and powers.

President. The President (1) shall be a member of the board of directors; (2) shall

preside at all meetings of the board of directors; (3) shall appoint the committee

chairpersons in consultation with other board members; (4) shall serve ex officio as a

member of committees and attend their meetings when possible; (5) shall help guide and

mediate the board actions with respect to organizational priorities and governance

concerns; (6) shall monitor financial planning and financial reports and shall play a

leading role in fundraising activities; (7) shall annually evaluate the performance of the

corporation in achieving its mission; (8) shall present a report on the business of the

corporation at the annual meeting; (9) shall have general supervision of the affairs of the

corporation, including signing or countersigning all certificates, contracts, or other

instruments of the corporation authorized by the board of directors; (10) shall make

reports to the board of directors; and (11) shall perform such other duties as are incident

to his or her office or are properly required of the President by the board of directors.

The President may designate another board member to attend any meeting of the

board of directors or of a standing committee, and this designee shall perform the duties of

President. If the President shall fail to attend any meeting, those present shall vote a

temporary substitute for such meeting, if one has not been designated by the President for

that purpose.

Vice President. The Vice President (1) shall be a member of the board of directors; (2)

shall preside at meetings of the board of directors when the president is absent; (3) shall

help guide and mediate the board actions with respect to organizational priorities and

governance concerns; (4) if the Treasurer is unavailable, shall disburse the funds of the

corporation as may be ordered by the board of directors, taking proper vouchers for such

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disbursements; The Vice President shall the same have access to all financial records of

the organization as the Treasurer does. This includes access to bank accounts and access to

electronic copies of receipts for reimbursement and bills; (5) shall support the Treasurer

and other board officers in financial planning and developing financial reports; (6) shall

help annually evaluate the performance of the corporation in achieving its mission; (7)

shall provide input on the report of the business of the corporation at the annual meeting;

and (8) shall support other officers, committee chairpersons, and other board members in

performing their duties.

Secretary. The Secretary (1) shall be a member of the board of directors; (2) shall

attend all meetings of the board of directors or standing committees, and record all the

proceedings of such meetings; (3) shall ensure that the signed minutes are distributed to

board members; (4) shall give or cause to be given notice of all meetings of the board of

directors; (5) shall announce the quorum at the start of all meetings; (6) shall file the

annual report; (7) shall keep any records required by the bylaws; and (8) shall perform

other such duties as may be prescribed by the board of directors or the President.

The Secretary may designate another board member to attend any meeting of the

board of directors or of a standing committee, and this designee shall record all the

proceedings of such meetings. If the Secretary shall fail to attend any meeting, those

present shall vote a temporary substitute for such meeting, if one has not been designated

by the Secretary for that purpose.

Treasurer. The Treasurer (1) shall be a member of the board of directors; (2) shall

review the finances of the corporation and present a written report at all board meetings;

(3) shall review fiscal matters of the corporation and provide an annual budget to the board

of directors for approval; (4) shall ensure development and board review of financial

policies and procedures; (5) shall disburse the funds of the corporation as may be ordered

by the board of directors, taking proper vouchers for such disbursements; (6) shall render

to the President and the board of directors at its regular meetings, or when the board of

directors so requires, an account of all transactions as Treasurer and of the financial

condition of the corporation; (7) shall see that all tax returns and other financial reports are

properly filed by the corporation; and (8) shall perform other such duties as may be

prescribed by the board of directors or the President.

The Treasurer shall have the custody of the corporate funds and securities, shall keep

full and accurate accounts of receipts and disbursements in books belonging to the

corporation, and shall deposit all monies and other valuable effects in the name and to the

credit of the corporation in such depositories as may be designated by the board of

directors.

If required by the board of directors, the Treasurer shall give the corporation a bond,

paid for by the corporation, in such sum and with such surety or sureties as shall be

satisfactory to the board of directors for the faithful performance of the duties of office and

for the restoration to the corporation in case of death, resignation, retirement, or removal

from office of all the books, papers, vouchers, money, and other property of whatever kind

in possession or under the Treasurer's control belonging to the corporation.

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In the absence of the Treasurer or in the event of the Treasurer's inability or refusal to

act, the Vice President shall perform the duties and exercise the powers of the Treasurer as

the board of directors may from time to time prescribe.

ARTICLE VIII. Miscellaneous.

Section 8.1 — Executive Director and Other Staff.

A. Executive Director. At a future date, the board may employ an Executive Director to

conduct the day-to-day operations of the corporation with the compensation and

benefits of such employee to be set by the board from time to time. The Executive

Director shall be an ex-officio member of the board but not entitled to vote upon

matters presented for vote. In the absence of the Executive Director, the board by

simple majority vote may conduct such business upon the issues of day-to-day

operations of the corporation as is necessary.

B. Other Staff. All other staff shall be supervised by and accountable to the director.

C. Hiring policies. Hiring shall be conducted in full compliance with the corporation's

antidiscrimination policy. The corporation shall hire no employees who are members

of the immediate family (spouse, grandparent, parent, brother or sister, son or

daughter) of any board member, or of any person who will supervise the employee.

Section 8.2 — Depository. The board of directors shall select banks, trust companies, or other

depositories in which all funds of the corporation not otherwise employed shall, from time to time,

be deposited to the credit of the corporation. Corporate funds may be deposited only in banks or

institutions which are insured by the Federal Deposit Insurance Corporation or the Federal

Savings and Loan Insurance Corporation.

Section 8.3 — Voting Securities Held by the Foundation. Unless otherwise ordered by the

board of directors, the President shall have full power and authority on behalf of the corporation to

attend, act, and vote as a security holder at any meeting of any other corporation in which this

corporation may hold securities. At such meeting, the President shall possess and may exercise

any and all rights and powers incident to the ownership of such securities that the corporation

might have possessed and exercised if it had been present. The board of directors may, from time

to time, confer like powers upon any other person or persons.

Section 8.4 — Books and Records. The corporation shall maintain complete and accurate books

and records of its affairs, including minutes of its meetings. All books and records shall be

available for inspection by any director or his or her representative at any reasonable time. The

board may select a certified public accountant to conduct an annual audit and render an opinion to

the board upon its financial statement for the year. The corporation shall file all state, federal, and

local tax returns and other reports as may be required of the corporation from time to time.

Section 8.5 — Fiscal Year. The board shall establish the corporation's fiscal year.

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Section 8.6 — Accounting Procedures. At such time that the corporation becomes a chartered,

501(c)(3) entity, all disbursements of funds are to be made by check signed by one (1) officer of

the corporation, cash, or credit card. No checks shall be signed in advance and all un-issued

checks must be maintained in a safe and appropriate location. All supporting documents such as

invoices, receipts for reimbursement, and receiving reports shall accompany checks for signer's

review. Cash and credit card disbursements are allowed as long as all of the appropriate

supporting documentation is available.

The bank statements shall be reconciled each month and compared to a ledger listing

receipts and disbursements of funds. All receipts shall be shown in the order in which they are

received. All deposits shall be made in accordance with state law. All funds received shall be

deposited immediately or maintained in a safe and appropriate location until they are deposited.

The Executive Director and Treasurer shall be responsible for the purchasing process. The

President shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal

to act, perform the duties and exercise the powers as the board of directors may from time to time

prescribe.

All purchases must be approved by either the Executive Director, President, or other

authorized officers. Board approval is required for any purchase greater than one thousand dollars

($1,000.00). Disbursement of funds will be compared with program budgets before expenditures

are made. Payroll modifications will be verified by authorized officials of the board prior to

adjustments being made.

A physical inventory of all capital equipment shall be maintained, which includes a

description, cost, location, condition, funding source, date of possession, identification number,

and disposition.

Section 8.7 — Charitable Solicitations. For each calendar year in which charitable contributions

to the corporation exceed the statutory amount allowed by law, the board of directors, pursuant to

the Tennessee Code Annotated, shall present at the annual meeting of the board a report. This

report shall be verified by the President and Treasurer or by a majority of the directors, shall show

in appropriate detail the information required by the State of Tennessee under the Solicitation of

Charitable Funds Act (Tenn. Code Ann. §48-101-501, et seq. as it currently exists or may be

amended), and shall be presented in the form provided by the Secretary of State. This form shall

be filed as required by Tenn. Code Ann. § 48-101-506(b) as it currently exists or may be

amended.

The annual report shall be filed with the records of the corporation, and it shall

include a copy of the Solicitation of Charitable Funds Act form, if such form was required to be

filed. Any local reports or permits required to be obtained shall likewise be presented to the board

and filed in its records.

Section 8.8 - Seal. The corporation will not use a common seal. The signature of the name of the

corporation by an authorized person shall be legal and binding. "Authorized person" means any

officer of the corporation acting in an official capacity on behalf of the corporation as authorized

by the board of directors.

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Section 8.9 — Signature. The signature of the name of the corporation by an authorized person

shall be legal and binding. "Authorized person" means any officer of the corporation acting in an

official capacity on behalf of the corporation as authorized by the board of directors.

ARTICLE IX. Indemnification and Insurance

Every director, officer, and such others as may be specified from time to time by the

board of directors, shall be indemnified by the corporation against all liabilities, judgments,

awards, costs, and expenses, including without limitation, counsel fees imposed or reasonably

incurred in, or in connection with, any proceeding to which he or she may be a party or become

involved by reason of being or having been a director or officer of the corporation, or in any

settlement thereof made with the consent or approval of the board of directors, except in such

cases where such individual is adjudged guilty of willful malfeasance, willful misconduct, willful

nonfeasance in the performance of duties, or for acts made in bad faith. The foregoing right of

indemnification shall be in addition to and not exclusive of all other rights to which the

indemnified person may be entitled by law.

The corporation may purchase insurance coverage, including but not limited to

Directors and Officers (D&O) liability insurance, to protect every director, officer, employee, or

volunteer of the corporation and such others as may be specified, against liability.

ARTICLE X. Conflict of Interest Policy.

Section 10.1 — Purpose. The purpose of the conflict of interest policy is to protect this

corporation's interest when it is contemplating entering into a transaction or arrangement that

might benefit the private interest of an officer or director of the corporation or might result in a

possible excess benefit transaction. This policy is intended to supplement but not replace any

applicable state and federal laws governing conflict of interest applicable to nonprofit and

charitable corporations.

Section 10.2 — Definitions. The following definitions shall apply to this article:

A. Interested Person. Any director, principal officer, or member of a committee with

board delegated powers, who has a direct or indirect financial interest, as defined

below, is an interested person.

B. Financial Interest. A person has a financial interest if the person has, directly or

indirectly, through business, investment, or family: (1) an ownership or investment

interest in any entity with which the corporation has a transaction or arrangement, (2)

a compensation arrangement with the corporation or with any entity or individual with

which the corporation has a transaction or arrangement, or (3) a potential ownership

or investment interest in, or compensation arrangement with, any entity or individual

with which the corporation is negotiating a transaction or arrangement. Compensation

includes all forms of income from working, including salary or wages; deferred

compensation; retirement benefits, whether in the form of a qualified or non-qualified

employee plan (for example: pensions or annuities); fringe benefits (for example:

personal vehicle, meals, lodging, personal and family educational benefits, low

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interest loans, payment of personal travel, entertainment, or other expenses, athletic or

country club membership, and personal use of your property); and bonuses.

A financial interest is not necessarily a conflict of interest. In determining whether

a conflict of interest exists under Article 10, a person who has a financial interest may

have a conflict of interest only if the board decides that a conflict of interest exists.

Section 10.3 — Procedures. The following procedures shall apply regarding an actual or

potential conflict of interest:

A. Duty to Disclose. In connection with any actual or possible conflict of interest, an

interested person must disclose the existence of the financial interest and be given the

opportunity to disclose all material facts to the directors and members of committees

with board delegated powers considering the proposed transaction or arrangement.

B. Determining Whether a Conflict of Interest Exists. After disclosure of the financial

interest and all material facts, and after any discussion with the interested person, he or

she shall leave the board or committee meeting while the determination of a conflict of

interest is discussed and voted upon. The remaining board or committee members shall

decide if a conflict of interest exists.

C. Procedures for Addressing the Conflict of Interest. An interested person may make a

presentation at the board or committee meeting, but after the presentation, he or she

shall leave the meeting during the discussion of, and the vote on, the transaction or

arrangement involving the possible conflict of interest. The chairperson of the board

or committee shall, if appropriate, appoint a disinterested person or committee to

investigate alternatives to the proposed transaction or arrangement. After exercising

due diligence, the board or committee shall determine whether the corporation can

obtain, with reasonable efforts, a more advantageous transaction or arrangement from

a person or entity that would not give rise to a conflict of interest. If a more

advantageous transaction or arrangement is not reasonably possible under

circumstances not producing a conflict of interest, the board or committee shall

determine by a majority vote of the disinterested directors whether the transaction or

arrangement is in the corporation's best interest, for its own benefit, and whether it is

fair and reasonable. In conformity with the above determination it shall make its

decision as to whether to enter into the transaction or arrangement.

D. Violations of the Conflicts of Interest Policy. If the board or committee has

reasonable cause to believe a member has failed to disclose actual or possible

conflicts of interest, it shall inform the member of the basis for such belief and afford

the member an opportunity to explain the alleged failure to disclose. If, after hearing

the member's response and after making further investigation as warranted by the

circumstances, the board or committee determines the member has failed to disclose

an actual or possible conflict of interest, it shall take appropriate disciplinary and

corrective action.

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Section 10.4 — Records of Proceedings. The minutes of the board and all committees with

board delegated powers shall contain: (1) the names of the persons who disclosed or otherwise

were found to have a financial interest in connection with an actual or possible conflict of

interest, the nature of the financial interest, any action taken to determine whether a conflict of

interest was present, and the board's or committee's decision as to whether a conflict of interest in

fact existed; and (2) the names of the persons who were present for discussions and votes relating

to the transaction or arrangement, the content of the discussion, including any alternatives to the

proposed transaction or arrangement, and a record of any votes taken in connection with the

proceedings.

Section 10.5 — Compensation. A voting member of the board who receives compensation,

directly or indirectly, from the corporation for services is precluded from voting on matters

pertaining to that member's compensation. A voting member of any committee whose

jurisdiction includes compensation matters and who receives compensation, directly or

indirectly, from the corporation for services is precluded from voting on matters pertaining

to that member's compensation. No voting member of the board or any committee whose

jurisdiction includes compensation matters and who receives compensation, directly or indirectly,

from the corporation, either individually or collectively, is prohibited from providing information

to any committee regarding compensation.

Section 10.6 — Annual Statements. Each director, principal officer and member of a committee

with board delegated powers shall annually sign a statement which affirms such person has

received a copy of the conflicts of interest policy, has read and understands the policy, has agreed

to comply with the policy, and understands the corporation is charitable and in order to maintain

its federal tax exemption it must engage primarily in activities which accomplish one or more of

its tax-exempt purposes.

Section 10.7 — Periodic Reviews. To ensure the corporation operates in a manner consistent

with charitable purposes and does not engage in activities that could jeopardize its tax-exempt

status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the

following subjects: (1) whether compensation arrangements and benefits are reasonable, based on

competent survey information, and the result of arm's length bargaining; and (2) whether

partnerships, joint ventures, and arrangements with management corporations conform to the

corporation's written policies, are properly recorded, reflect reasonable investment or payments

for goods and services, further charitable purposes and do not result in inurement, impermissible

private benefit or in an excess benefit transaction.

Section 10.8 — Use of Outside Experts. When conducting the periodic reviews as provided for

in Section 10.7, the corporation may, but need not, use outside advisers. If outside experts are

used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are

conducted.

ARTICLE XI. Advisory Board.

Section 11.1 — Generally. The board of directors may maintain an advisory board composed of

representatives of media, social, economic, political, educational or religious sectors.

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Section 11.2 — Membership. The number of members of the advisory board may be as fixed by

the board of directors from time to time. Each member of the advisory board shall hold office until

the next annual meeting of the board of directors or for such longer period as the board of

directors may decide, and until his or her successor shall have been elected and qualified.

Members of the advisory board need not be Tennessee residents.

Section 11.3 — Meetings. To the extent an advisory board has been appointed, an annual meeting

of the advisory board shall be held on or before the date of the board of directors annual meeting

for the transaction of such business as may come before the meeting. The board of directors may

provide by resolution the time and place, either within or without the State, for the holding of

additional regular meetings of the advisory board without notice other than such resolution. Notice

of any annual or special meeting of the advisory board shall be given in accordance with the

guidelines set forth in Article V, Section 5.12 of these bylaws. Special meetings of the advisory

board may be called by or at the request of the President or the board of directors. The person or

persons authorized to call special meetings of the advisory board may fix any place, either within

or without the State, as the place for holding any special meeting of the advisory board called by

them. The board of directors may designate any place, either within or without the State, as the

place of meeting for any annual meeting or for any special meeting of the advisory board called

by the board of directors.

Section 11.4 — Voting. The advisory board shall not require a quorum to hold a meeting or

adopt a recommendation to the board of directors. The advisory board shall in general operate by

consensus. However, if no consensus may be practically obtained or established, the opinion of

the majority of the members of the advisory board present at a meeting shall be the opinion of the

advisory board. If the advisory board acts by majority vote rather than by consensus, the opinion

or opinions of the minority shall be noted in the minutes of the meeting if requested by the

minority.

Section 11.5 — Vacancies. Any vacancy occurring in the advisory board may be filled by the

board of directors. A member of the advisory board elected to fill a vacancy shall be elected for

the unexpired term of his or her predecessor in office.

Section 11.6 — Methods of Communication. Members of the advisory board or of any

committee of the advisory board may participate in and act at any meeting through any means of

communication likewise available in a meeting of the board of directors. Participation in such

meeting shall constitute attendance and presence in person at the meeting of the person or persons

so participating.

ARTICLE XII. Amendment of Bylaws.

The board of directors shall have the power to make, alter, amend, and repeal these

bylaws of the corporation by affirmative vote of two-thirds (2/3) of the full board of directors

then in office, provided, however, that such action shall be proposed at a regular or special

meeting of the board and then adopted at a subsequent regular or special meeting, unless

otherwise provided by law. Before directors may vote on an amendment to the charter or bylaws,

notice must be given to directors of the proposed amendment at a prior meeting of the board,

and/or in no case less than five (5) days before the amendment is to be considered. The

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amendments will become effective when adopted at the subsequent meeting, and each director

shall be given notice of such changes prior to the next scheduled meeting.

ARTICLE XIII. Exempt Status.

The corporation has been organized and will be operated for exempt purposes within

the meaning of I.R.C. § 501(c)(3) and, accordingly, will be exempt from taxation under I.R.C. §

501(a). Any provision of these bylaws or of the charter which would in any manner adversely

affect the corporation's tax exempt status shall be void and shall be deleted or modified as

necessary to comply with all applicable federal and state requirements for the maintenance of the

corporation's tax exempt status.

ARTICLE XIV. Statement of Nondiscrimination

The corporation shall not discriminate against any person in the hiring of personnel,

election of board members, provision of service to the public, the contracting for or purchasing of

services or in any other way, on the basis of race, gender, national origin, disability, age, sexual

orientation or any other basis prohibited by law. This policy against discrimination includes, but is

not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964,

Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any

subsequent amendments to these statutes.

ARTICLE XV. Construction of Provisions.

If any provision herein set forth is contrary to or in conflict with any provision of the

Tennessee Nonprofit Corporation Act (Tenn. Code Ann. §48-51-101, et seq. as it currently exists

or may be amended), or contrary to or in conflict with any other proper and applicable law, rule,

regulation, or ordinance, whether federal, state, or local, then and in that event, any such provision

hereof shall be so construed as to be in compliance with such provisions of the Tennessee

Nonprofit Corporation Act or with such other law, rule, regulation, or ordinance, adhering as

closely as possible to the intent of the said provision as originally herein set forth.