PGDocs-6065928-v1-DVComparison_#3386382 v1 - Portland in the Roun

8/8/2019 PGDocs-6065928-v1-DVComparison_#3386382 v1 - Portland in the Roun

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BYLAWSPortland in the Round

Article I: Purpose

Article 1 : PURPOSE

1.1 1.1. This corporation shall be organized and operated exclusivelyfor charitable, scientific, literary, religious, and educational purposes.Subject to the limitations stated in the Articles of Incorporation, thepurpose of this corporation shall be to engage in any lawful activities,none of which are for profit, for which corporations may be organizedunder Chapter 65 of the Oregon Revised Statutes (or its correspondingfuture provisions) and Section 501 (c) (3) of the Internal Revenue Codeof 1954 (or its corresponding future provisions).

1.2

1.3 1.2 This corporations primary purpose shall be to build, carry out andspread sustainable business models that support independent, audience-friendly local journalism.

1.4

1.5

Article II: Non-membership

Article 2 : NO MEMBERS

2.1 2.1 This corporation shall have no members.

2.2

Article III: Board of Directors

Article 3 : BOARD OF DIRECTORS


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3.1 3.1. DUTIES. The affairs of the corporation shall be managed bythe Board of Directors. An executive director may be appointed by the Board of Directors toassist in the management of the corporation and shall serve at the pleasure of the Board.

3.2

3.3 3.2. NUMBER. The number of Directors shall vary between aminimum of three and a maximum of nine. The number of directors maybe fixed or changed periodically, within the minimum and maximum, bythe Board of Directors.

3.4 3.3. TERM AND ELECTION. Directors willshallbe elected at thePortland in the Roundannualmeeting in the winter of each year. Theterm ofoffice for Directors shall be two years. A Director may be reelectedwithout limitation on the number of terms she or he may serve. Theboard shall elect its own members, except that a Director shall not voteon that members own position.

3.5

3.6 3.4. REMOVAL. Any Director may be removed, with or withoutcause, by a vote of two-thirds of the Directors then in office. at a meetingof the Directors called expressly for that purpose. Any vacancy createdby such removal shall be filled for the unexpired term in respect of suchvacancy by majority vote of the Directors present at such specialmeeting or, in the absence of such action at special meeting, byresolution of the Board of Directors.

3.7 3.5. VACANCIES. Vacancies Except as otherwise provided herein,vacancies on the Board of Directors and newly created board positionswillDirectorships shallbe filled by a majority vote ofthe Directors thenon the Boardof Directors. if Directors. Such appointed directors shall holdoffice for the unexpired term in respect of which such vacancy occurred,or, in the case of a newly created Directorship, until the next election ofDirectors following such appointment.

3.8

3.9 3.6. QUORUM AND ACTION. A Quorum at a board meeting shall be

a majority of the number of Directors prescribed by the Board, or if no number is prescribed, amajority of the number in office immediately before the meeting begins. If a quorum is present,

action is taken by a majority vote of the directors present, except as provided otherwise by these

bylaws. Where the law requires a majority vote of the directors in office to establish committees to

exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular

course of business, to merge, or dissolve, or for other matters, such action is taken by that majority

as required by law.

3.10


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3.11 RESIGNATION. Any director may resign by delivering his or herresignation to the Corporation at its principal office or to the Presidentor Secretary. The resignation shall be effective on receipt unless it isspecified to be effective at some other time.

3.12 EXECUTIVE DIRECTOR.An executive director may be appointed by

the Board of Directors to assist in the management of the corporationand shall serve at the pleasure of the Board.He or she shall not be anofficer of the corporation by virtue of his or her designation as theExecutive Director, provided, however, the person serving as ExecutiveDirector may also be elected to any office, and he or she shall exercisesuch authority and perform such duties as the Board of Directors mayfrom time to time assign.

Article 4 : COMPENSATION OF DIRECTORS

4.1 COMPENSATION. Directors, as such, shall not receive any stated

salary for their services, but by resolution of the Board, expensesrelated to such Directorship may be allowed, including, but not limitedto, expenses of attendance at each regular or special meeting of theBoard of Directors; provided that nothing herein contained shall beconstrued to preclude any Director from serving the corporation in anyother capacity and receiving compensation or reimbursement ofexpenses therfor.

Article 5 : MEETINGS OF THE BOARD OF DIRECTORS

5.1 ANNUAL MEETINGS. The annual meeting of the Board of

Directors shall be held in the fourth quarter of each year or at such timeand place as shall be determined by the Board of Directors.

5.2 3.7. REGULAR MEETINGS. Regular meetings of the Board ofDirectors shall be held at a time and place to be determined by theBoard of Directors. Reminders for such meetings shall be delivered toeach Director by telephone or e-mail not less than two days prior to aregular meeting.

5.3

5.4 3.8. SPECIAL MEETINGS. Special meetings of the Board ofDirectorsshall be held at the time and place determined by the Board of Directors.may becalled by the President, Executive Director, or 20 percent of theDirectors then in office. Notice of such meetings, describing the date,time, place, and purpose of the meeting, shall be delivered to eachDirector by telephone or e-mail not less than two days prior to a specialmeeting.

5.5


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5.6 WAIVER OF NOTICE. A Directors attendance at or participationin a meeting waives any required notice of the meeting unless theDirector upon arriving at the meeting or prior to the vote on a matternot in conformity with the law, the Articles, or these Bylaws, objects tolack of notice and does not vote for or assent to the objected action.Neither the business to be transacted at, nor the purpose of, any regular

or special meeting of the Board of Directors need be specified in anynotice or waiver of notice of such meeting.

5.7 QUORUM AND ACTION. At all meetings of the Board of Directors,a majority of all Directors in office immediately before such meetingshall be necessary and sufficient to constitute a quorum for thetransaction of business, and the act of a majority of the Directorspresent at any meeting at which there is a quorum shall be the act ofthe Board of Directors, unless the action is one upon which, by express provision of the statutes of the state of Oregon, the Articles ofIncorporation, or these Bylaws, a different vote is required, in which

case such express provision shall govern and control. If a quorum shallnot be present at any meeting of Directors, the Directors presentthereat may adjourn the meeting, from time to time, without noticeother than announcement at the meeting, until a quorum shall bepresent.

5.8 3.9. MEETING BY TELECOMMUNICATION. Any regular or specialmeeting of the Board of Directors may be held by telephone ortelecommunications in which all Directors participating may hear eachother.

5.9

5.10 3.10. NO SALARY. Directors shall not receive salaries for their boardservices, but may be reimbursed for expenses related to board services.

5.11

5.12 3.11. ACTION BY CONSENT. Any action required by law to betaken at a meeting of the board, or any action which may be taken at aboard meeting, may be taken without a meeting if a consent in writing,setting forth the action to be taken or so taken, shall be approved by

written statements from all the Directors. and included in the minutesfiled with the corporate records reflecting the action taken. Such actionshall be effective when the last Director signs the consent, unless theconsent specifies a different effective date.


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5.13 3.12 PRESUMPTION OF ASSENT. A director who is present at ameeting of the Board of Directors at which action on any corporatematter is taken will be presumed to assent to the action, unless thedirector's dissent is entered in the minutes of the meeting or unless awritten dissent is filed with theperson actin gas the secretarypresiding officerofthe meeting before the adjournmentof such meeting or forwarded by

certified or registered mail to the Secretary of the Corporationcorporationimmediately after the adjournment of thesuch meeting. A director whovoted in favor of the action will not have the right to dissent.

5.14 3.13 TRANSACTIONS WITH DIRECTORS.

(a) 3.13.1 Any contract or other transaction between theCorporationcorporation and one or more of its directors, or between thecorporation and another party in which a director is interested, will bevalid notwithstanding the relationship or interest or the presence of thedirector in a meeting of the Board of Directors or a committee if (a) the

material facts of the transaction and the fact of the relationship orinterest is disclosed or known to the Board of Directors or committeeand the Board or committee authorizes, approves or ratifies the contractor transaction by a vote sufficient for the purpose without counting thevotes of the interest directors; (b) the contract or transaction isapproved by the Attorney General; or (c) the contract or transaction isapproved by the circuit court in an action in which the Attorney Generalis joined as a party.

(b) 3.13.2 Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of

Directors or committee which authorizes or ratifies such contract ortransaction; however, a contract or transaction may not be authorizedby a single director.

(c) 3.13.3 None of the provisions of this section will invalidate anycontract or transaction that would otherwise be valid under applicablelaw.

(d) 3.14 RESIGNATION. Any director may resign by

delivering his or her resignation to the Corporation at its principal office or to the President or

Secretary. The resignation shall be effective on receipt unless it is specified to be effective at some

other time.

Article IV: Committees


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Article 6 : COMMITTEES

6.1 4.1. EXECUTIVE COMMITTEE. The Board of Directors may elect anExecutive Committee. The Executive Committee shall have the power tomake on-going decisions between board meetings and shall have thepower to make financial and budgetary decisions.

6.2

6.3 4.2. OTHER COMMITTEES. The Board of Directors may establishsuch other committees as it deems necessary and desirable. Suchcommittees may exercise functions of the Board of Directors or may beadvisory committees.

6.4

6.5 4.3. COMPOSITION OF COMMITTEES EXERCISING BOARD

FUNCTIONS. Any committee that exercises functions of the Board ofDirectors shall be composed of two or more Directors, elected by theBoard of Directors by a majority of the number of Directors prescribed by the Board,or if no member is prescribed, of all Directors in office at thatthe time of suchelection.

6.6

6.7 4.4. QUORUM AND ACTION. A quorum of a Committee meetingexercising Board functions shall be majority of all Committee members in office immediately before

the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

6.8

6.9 QUORUM AND ACTION. At all meeting of committees, a majorityof the members of the committee shall be necessary and sufficient toconstitute a quorum for the transaction of business, and the act of amajority of the members of the committee present at any meeting atwhich there is a quorum shall be the act of the committee, unless theaction is one upon which, by express provision of the statutes of thestate of Oregon, the Articles of Incorporation, the Bylaws, or aresolution of the Board of Directors, a different vote is required, in

which case such express provision shall govern and control. Provisionsin these bylaws pertaining to meetings of the Board shall also apply to acommittee or committees of the Board of Directors.


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Article 7 : OFFICERS

7.1 5.1. TITLES. The officers of this corporation shall be the BoardChair, Vice Chair, Treasurer and Secretary. President and Secretary. The Board ofDirectors may also elect one or more Vice Presidents, a Treasurer, andsuch other officers and agents it shall deem necessary, who shall

exercise such powers and perform such duties as shall be determinedform time to time by the Board of Directors. The compensation of allofficers, if any shall be fixed by the Board of Directors.

7.2 5.2. ELECTIONTERM OF OFFICE. The Board of Directors shall, atits annual meeting, elect the officers to serve one year termsuntil such nextannual meeting. An officer may be reelected without limitation on thenumber of terms an officer may serve. 5.3. VACANCY. A vacancy in an officer'sposition shall be filledAny officers may be removed at any time by the Board ofDirectors. An officer may resign at any time by delivering notice to thecorporation. A resignation is effective when the notice is delivered

unless the notice specifies a future effective date. If the office of anyofficers becomes vacant for any reason, the vacancy shall be filled bythe Board of Directors not later than the first regular meeting of theBoard of Directors following the vacancy.

7.3

7.4 5.4. OTHER OFFICERS. The Board of Directors may elect orappointother officers, agents, or employees as it shall deem necessary and desirable. They shall hold their

offices for such terms and have such authority and perform such duties asshall be determined by

the Board of Directors.

7.5

7.6 5.5. BOARD CHAIR. The Board Chair shall act as the Chair of theBoard. The Board Chair shall have any other powers and duties as may be prescribed by the Board

of Directors.

7.7

7.8 5.6. VICE CHAIR. The Vice Chair shall act as the Chair of the Boardin the absence of the Board Chair. The Vice Chair shall have any other powers and duties as may be

prescribed by the Board of Directors.

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7.10 5.7. TREASURER. The Treasurer shallhave overall responsibility for allcorporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a)

authentication of records of the corporation; (b) keeping offull and accurate account of allfiscal

records of the corporation; (c) deposit of 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; (d)

making financial reports as to the financial condition of the corporation to the Board of Directors;

and (e) any other duties as be prescribed by the Board of Directors. The Treasurershall not disbursefunds.

7.11

7.12 PRESIDENT. The President shall be the chief executive officer ofthe corporation and shall preside at all meetings of the Directors atwhich he or she is present. He or she shall perform such duties as theBoard of Directors may prescribe and shall see that all orders andresolutions of the Board of Directors are carried into effect.

7.13 5.8. SECRETARY. The Secretary shall perform, or cause to beperformed, the following duties: (a) official recording and archiving ofthe minutes of all proceedings and actions of the Board of Directors; (b)provision for notice of all meetings of the Board of Directors; and (c) anyother duties as be prescribed by the Board of Directors.

7.14

Article VI: Corporate Indemnity and Ethics


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7.15 VICE CHAIR. The Vice President shall preside at all meetings ofthe Directors at which he or she is present, but at which the President isnot present.The Vice Present shall have any other powers and duties asmay be prescribed by the Board of Directors.

7.16 TREASURER. The Treasurer shall be responsible for the

management ofcorporate funds. The Treasurer shall perform, or causeto be performed, the following duties: (a) authentication of records ofthe corporation; (b) maintaining a full and accurate account of allfinancial records of the corporation; (c) deposit of all monies and othervaluable effects in the name and to the credit of the corporation in suchdepositories as may be designated by the Board of Directors; (d) makingfinancial reports as to the financial condition of the corporation to theBoard of Directors; and (e) any other duties as be prescribed by theBoard of Directors. The Treasurer is not authorized to disburse ordistribute funds or other assets of the corporation.

Article 8 : INDEMNITY

8.1 6.1. INDEMNITY. The Corporation will indemnify its officers anddirectorscorporation shall indemnify and hold harmless each director andofficerto the fullest extent allowed bycurrent and future Oregon law. Portland inthe Round agrees to indemnify and hold harmless each Board of Director and its Executive

OfficersOregon law from and against all costs, losses, liabilities, damages,claims, and expenses (including attorney fees as incurred at trial and onappeal) arising from actions or interactions taken or omitted in his orher capacity as a Directorand/orExecutive DirectorOfficer, including, withoutlimitation, actions taken or omitted by the Board ChairPresident and/or

Executive Director consistent with these Bylaws and in furtherance ofthe business or affairs ofPortland in the Roundcorporation. The satisfactionof any indemnification of the Board of Directors and/or Executiveany Directorunderor Officer pursuant to this Section will be from, and limited to,corporate assets, andthe Board of Directors and/or Executiveno Directoror Officershallnothave any personal liability on account thereof.

6.2. FIDUCIARY RESPONSIBILITIES. Members of the Board of Directors pledge to act in good

faith and in the manner in the best interest of the Corporation and its ability to meet the responsibilities

of its mission.

6.3. CONFLICT OF INTEREST. Members of the Board of Directors shall refrain from voting on

issues which carry a clear potential for their personal gain. See Exhibit A for the Corporation's detailedconflict of interest policy.

6.4. RENUMERATION. Members of the Board of Directors shall receive no pay for services on

Portland in the Rounds Board, but may be reimbursed for allowed expenses that arise from suchservice.


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Article VII: Contracts, loans, checks and other instruments

Article 9 : CONTRACTS

9.1 7.1. CONTRACTS. The Board of Directors may authorize anyofficer or agent to enter into any contract or execute and deliver anyinstrument in the name of and on behalf of the Corporation, and suchauthority may be general or confined to specific instances.

Article VIII: Severability

Article 10 : SEVERABILITY

10.1 SEVERABILITY. Any determination that any provision of these

bylaws is for any reason inapplicable, valid, illegal or otherwiseineffective will not affect or invalidate any other provision of thesebylaws.

Article IX: Amendments to Bylaws

Article 11 : AMENDMENTS

11.1 AMENDMENTS. These bylaws may be amended or repealed, andnew bylaws adopted, by the Board of Directors by a majority vote ofdirectors present, if a quorum is present. Prior to the adoption of theamendment, each Director shall be given at least two days notice of thedate, time and place of the meeting at which the proposed amendmentis to be considered, and the notice shall state that one of the purposesof the meeting is to consider a proposed amendment to the bylaws andshall contain a copy of the proposed amendment.

EXHIBIT A

Portland in the Round conflict of interest policyArticle I: Purpose

Conflict of Interest Policy


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Article 1 : PURPOSE

1.1 The purpose of the conflict of interest policy is to protectthis tax-exempt organization's (Portland in the Round's (Organization) interest whenit is contemplating entering into a transaction or arrangement thatmight benefit the private interest of an officer or director of the

Organization or might result in a possible excess benefitor self-dealingtransaction. This policy is intended to supplement but not replace anyapplicable state and federal laws governing conflict of interestapplicable to nonprofit and charitable organizations.

Article II: Definitions

Article 2 : DEFINITIONS

2.1 1.Interested Person:. Any director,principalofficer, manager, key employee1/ or memberof a committee with governing board delegated powers, who has a direct or indirect financial

interest, as defined below, is an interested person.

2. Financial Interest: A person has a financial interest if the person has, directly or indirectly,

through business, investment, or family:

a.An ownership or investment interest in any entity with which the Organization has a

transaction or arrangement,

b.A compensation arrangement with the Organization or with any entity or individual with which

the Organization has a transaction or arrangement, or

2.2 Financial Interest.A person has a financial interest if the person has, directly orindirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Organization has a

transaction or arrangement,

(b) A compensation arrangement with the Organization or with any entity or individual

with which the Organization has a transaction or arrangement, or

(c) A potential ownership or investment interest in, or compensation arrangement with,

any entity or individual with which the Organization is negotiating a transaction or arrangement.

c. A potential ownership or investment interest in, or compensation arrangement with, any entity orindividual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are notinsubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who

has a financial interest may have a conflict of interest only if the appropriate governing board or

committee decides that a conflict of interest exists.


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Article III: Procedures


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Article 3 : PROCEDURES

3.11.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 governing board delegated powers

considering the proposed transaction or arrangement.

3.2 2.Determining Whether a Conflict of Interest Exists. After disclosure of the financialinterest and all material facts, and after any discussion with the interested person, he/she shall leave

the governing 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.

3.3 Procedures for Addressing the Conflict of Interest.

(a) An interested person may make a presentation at the governing board or committee

meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and

the vote on, the transaction or arrangement involving the possible conflict of interest.

(b) The chairperson of the governing board or committee shall, if appropriate, appoint a

disinterested person or committee to investigate alternatives to the proposed transaction or

arrangement.

(c) After exercising due diligence, the governing board or committee shall determine

whether the Organization 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.


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(d)

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee

meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and

the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a

disinterested person or committee to investigate alternatives to the proposed transaction orarrangement.

c. After exercising due diligence, the governing board or committee shall determine whether

the Organization 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.

d. If a more advantageous transaction or arrangement is not reasonably possible under

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

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

arrangement is in the Organization'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.

4. Violations of the Conflicts of Interest Policy

a. If the governing 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.

b. If, after hearing the member's response and after making further investigation as warranted

by the circumstances, the governing 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.

Article IV: Records of Proceedings


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3.4 Vio lations of the Conflicts of Interest Policy.

(a) If the governing 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 th e member an opportunity to explain the alleged failure to disclose.

(b) If, after hearing the member's response and after making further investigation as

warranted by the circumstances, the governing 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.

Article 4 : RECORDS OF PROCEEDINGS

4.1 The minutes of the governing board and all committees with board delegated powers shallconta in:

(a) The minutes of the governing board and all committees with board delegated powers

shall contain:

a. 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 governing

board's or committee's decision as to whether a conflict of interest in fact existed.

b. 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.

Article V: Compensation


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(b) 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.

Article 5 : COMPENSATION

5.1 A voting member of the governing board who receives compensation, directly or indirectly,from the Organization for services is precluded from voting on matters pertaining to that member's

compensation.

5.2 A voting member of any committee whose jurisdiction includes compensation matters andwho receives compensation, directly or indirectly, from the Organization for services is precluded

from voting on matters pertaining to that member's compensation.

5.3a.A voting member of the governing board who receives compensation, directly or indirectly,

from the Organization for services is precluded from voting on matters pertaining to that member's

compensation.

b.A voting member of any committee whose jurisdiction includes compensation matters and who

receives compensation, directly or indirectly, from the Organization for services is precluded from

voting on matters pertaining to that member's compensation.

c.No voting member of the governing board or any committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly, from the Organization,

either individually or collectively, is prohibited from providing information to any committee

regarding compensation.

Article VI: Annual Statements


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Article 6 : ANNUAL STATEMENTS

6.1 Each director, principal officer and member of a committee with governing boarddelegated powers shall annually sign a statement which affirms such person:

(a) Has received a copy of the conflicts of interest policy;

(b) Has read and understands the policy;

(c) Has agreed to comply with the policy; and

(d) Each director, principal officer and member of a committee with governing board

delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization 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-exemptpurposes.

Article VII: Periodic Reviews

Article 7 : PERIODIC REVIEWS

7.1 To ensure the Organization operates in a manner consistent with charitable purposes anddoes 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:

(a) Whether compensation arrangements and benefits are reasonable, based on competent

survey information, and the result of arm's length bargaining.

(b) To ensure the Organization 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:

a. Whether compensation arrangements and benefits are reasonable, based on competent

survey information, and the result of arm's length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations

conform to the Organization'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.

Article VIII: Use of Outside Experts


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Article 8 : USE OF OUTSIDE EXPERTS

8.1When conducting the periodic reviews as provided for in Article VII, the Organization may, but need

not, use outside advisors. If outside experts are used, their use shall not relieve the governing board

of its responsibility for ensuring periodic reviews are conducted.

First review: 2/21/2010Second draft 3/1/2010

Date Adopted:

Signature by a Corporate Officer:

8.2

SL01DOCS\3386382.2 1

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