Amended & Restated Bylaws of Citizen-Powered Media
Adopted October 28, 2022
These Amended & Restated Bylaws supersede and replace all prior Bylaws and Amendments to the Bylaws of the corporation.
Section 1. Principal Office
The principal office of the corporation is located at 235 S. Nevada Ave., Colorado Springs, El Paso County, State of Colorado 80903. The Board of Directors of the corporation (the “Board of Directors” or “Board”) may change the principal office from one location to another. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Nonprofit & Charitable Purposes
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for charitable, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, as amended (the “Code”) including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code or corresponding section of any future federal tax code.
Section 2. Newspaper Activities, Objectives and Purposes
As its primary activity, the corporation, itself or through its wholly-owned subsidiary Sixty35 Media, LLC, a Colorado limited liability company (“Sixty35”), one or more other subsidiaries or affiliates, shall report and cover local and state government, public corruption, crime, faith, the environment, education, culture, and other local issues by producing, publishing and distributing (both in print and digitally) the Colorado Springs Independent, the Colorado Springs Business Journal, the Pikes Peak Bulletin and such other publications as the Company may hereafter acquire or develop (the “Newspapers”) as local, independent newspapers in and for the Colorado Springs, Colorado area (the “Community”). The Newspapers have a longstanding legacy of watchdog journalism. Like other nonprofit corporations recognized as 501(c)(3) charities that publish newspapers, the corporation will report information that is educational to the citizens of the Community and operate in a manner consistent with tax-exempt status under Section 501(c)(3) of the Code.
Section 3. Additional Specific Activities, Objectives and Purposes
The Board of Directors shall appoint and may remove the publisher of one or all of the Newspapers (the “Publisher”). Nevertheless, neither the corporation, the Board of Directors, nor any affiliate or officer of the corporation shall exert any editorial control over the Newspapers’ content. This authority shall rest solely with the Publisher who shall be responsible for the editorial content and oversee the publication, operation and distribution of the Newspapers.
The Specific activities, objectives and purposes of this corporation will also include:
(a) to assist citizen groups, other non-profit organizations, communities and grassroots organizations in educating the public about important social and environmental issues;
(b) to ensure public access to a balance of information on issues in which one perspective has a preponderance of leverage to influence opinion;
(c) to serve groups that cannot otherwise afford significant expenditures on advertising, media relations, lobbyists, and other consultants and spokespersons;
(d) to provide a more active voice for everyday citizens and increase diversity of well-communicated perspectives on a variety of community issues;
(e) to produce and distribute news products in print, online, and through events; and
(f) to provide fair, accurate, and fact-based news coverage and analysis.
The corporation may also strive to meet these objectives by consulting, assisting, leading, and/or conducting educational efforts. Such activities may include, but are not limited to, strategy development, crafting messages, media production and post production, media relations, and media placements to assure that our work reaches the target audience in a highly cost-effective manner. All forms of media communication including, but not limited to, internet, film, video, print, seminars and town-hall meetings will be considered and utilized as appropriate.
The corporation will expand and re-define its news and educational activities from time to time, as necessary, to meet the continuing challenge of having a better-informed public.
Section 1. General Powers.
All powers of the corporation shall be vested in the Board of Directors. The Board shall manage and control the affairs of the corporation. The Board shall receive, hold, invest, administer and distribute the receipts of the corporation in accordance with the policies and procedures adopted by the Board and in accordance with applicable law. The Board shall cause to be maintained accurate and detailed records and accounts of all transactions of the corporation which shall be available at all reasonable times for inspection or audit by any person designated by the Board and by any other person or entity to the extent required by applicable law. The Board shall have and enjoy all the powers and rights necessary and/or desirable to the proper administration of the corporation’s affairs, including the authority to receive funds from any source, public or private, and to contract with third parties, including but not limited to agencies and instrumentalities of the State of Colorado, private consultants, advisors, independent contractors and administrators and such other parties as necessary to carry out the purposes and objectives of the corporation. Without limiting the generality of the foregoing, the Board shall have the power to amend the Articles of Incorporation and these Bylaws.
Section 2. Number
The number of Directors of the corporation (the “Directors”) shall be not less than three (3) nor more than nine (9). Subject to these restrictions, the Board, by a two-thirds (2/3) vote of all members of the Board, will have the power to increase or decrease the size of the Board within the aforesaid limits or to increase the aforesaid limits and to fill any vacancies which may occur in the Board’s membership, whether resulting from an increase in the size of the Board or otherwise.
The Board may include two ex-officio, non-voting members (the “Ex-Officio Directors”), one of whom shall be the Publisher of the Newspapers and the other shall be John G. Weiss, the founder of the Newspapers. Ex-Officio Directors shall neither be counted as Directors in the number fixed by the Board pursuant to the preceding paragraph or in determining whether a quorum exists pursuant to Article II, Section 12 below. The Ex-Officio Directors shall otherwise be entitled to all rights and privileges of Directors, including the right to receive notice of meetings and any other written information distributed to the Board, at the same time such communications are distributed to the Directors.
Section 3. Qualifications
Directors shall be individuals of the age of majority in Colorado. Director may but need not be residents of Colorado or the United States.
Section 4. Powers
Subject to the provisions of the laws of Colorado and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
Section 5. Standards of Care
Each Director shall discharge their respective duties as a Director, including the duty to participate as a member of a committee of the Board in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the corporation. In discharging such duties, a Director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, as provided under the laws of Colorado.
Section 6. Term of Office
Except as provide below, each Director shall hold office for a period of two years or until his or her successor is elected and qualifies. Directors may be re-elected to a second and third term (for an aggregate six years). A Director may not serve more than three terms consecutively. The terms for Directors shall be staggered so that no more than approximately one-half of the Board of Directors is up for election or re-election at any one time. Notwithstanding the foregoing: (a) John G. Weiss shall remain an Ex-Officio Director until he dies or resigns; (b) the Publisher shall automatically be removed as an Ex-Officio Director without notice or action by the Board upon the Publisher’s death, resignation or removal as the Publisher; and (c) the term of up to one-half of the Board as of the date of the adoption of these Bylaws may be reduced from two years to one year in order to facilitate a staggered Board, and such Directors may be re-elected to three successive two-year terms (for an aggregate seven years).
Section 7. Compensation
Directors shall not receive salaries for their services as Directors but may be reimbursed for their expenses. The Board of Directors may adopt a resolution for payment to Directors of a fixed sum and expenses, if any, for attendance at each meeting of the Board of Directors. A Director may serve the corporation in any other capacity and receive compensation for those services. Any compensation that the corporation pays to a Director shall be commensurate with the services performed and reasonable in amount as determined by the majority of the Board of Directors and by recommendation of the Publisher.
Section 8. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by the Board of Directors. Directors may participate by telephone conference call or other electronic participation medium. Directors participating electronically shall be deemed to be present at the meeting for all purposes.
Section 9. Regular Meetings
Regular meetings of the Board of Directors shall be held monthly, provided the Directors may elect to waive holding any monthly meeting.
Section 10. Special Meetings
Special meetings of the Board of Directors may be called by president, the vice president, the secretary, by any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
Section 11. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
a. Regular Meetings. At least two weeks prior notice shall be given by the secretary or another officer to each Director of each regular meeting of the Board of Directors, provided that the Board of Directors may approve an annual schedule of the Board of Directors meetings for such year and provide the Directors with a single notice for all such meetings.
b. Special Meetings. A 24-hour prior notice shall be given by the secretary or other officer of the corporation to each Director of each special meeting of the Board.
c. Manner of Notice. Notice of a regular or special meeting of the Board shall be in writing and may be given personally, by first class mail, by telephone, e-mail or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 12. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, a majority of the Directors present may adjourn the meeting from time to time to a specified date no longer than 30 days from the last adjourned meeting.
Section 13. Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
Section 14. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the president of the Board, or, if no such person has been so designated, or in his or her absence, the vice-president, or in his or her absence, the president of the corporation, or in the absence of each of these persons, by a Director chosen by a majority of the Directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.
Section 15. Nomination and Election of Directors
Directors will be elected by the Board at the “annual meeting,” held in March, except when filling a vacancy due to death or resignation. Prospective Directors can be nominated by current or past Directors of the corporation, by the members of any advisory committee, as may be established by the Board from time to time, and by any employee of the corporation or its subsidiaries.
Section 16. Vacancies
Vacancies on the Board of Directors shall exist (i) on the death, resignation, or removal of any Director, and (ii) whenever the number of authorized Directors is increased.
Any Director may resign effective upon giving written notice to the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.
Directors may be removed from office, with or without cause, by a majority vote of the Directors then on the Board.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.
Section 17. Nonliability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 18. Indemnification by Corporation of Directors and Officers
The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 19. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may authorize the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.
Section 1. Designation of Officers
The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. The corporation may also have more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
Section 2. Qualifications
Directors shall meet the qualifications for Directors established from time to time by the Board of Directors.
Section 3. Election and Term of Office
Officers shall be elected by the Board of Directors at the annual meeting, and each officer shall hold office for one year, or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer may be filled by the Board of Directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the Board shall fill the vacancy. In the event of a vacancy in the office of president, the vice president shall temporarily serve as president until such time as the Board permanently ratifies that position or elects someone else to the president position.
Section 6. Duties of President
The president shall:
• Oversee Board and executive committee meetings.
• Work with the Publisher to develop strategic and operational plans to meet organizational objectives and goals. He or she will also assist the Publisher in ensuring Board resolutions are carried out across the corporation.
• Prepare agendas for Board meetings in collaboration with the Publisher, appointing committee chairs, and recommending who will serve on committees. He or she shall call special meetings as necessary.
• Work with the Board to recruit new Directors, including extending invitations to newly elected Directors and conducting new Director orientation.
• Periodically consult with Directors on their roles and help them assess their performance.
• In general, perform all duties incident to the office of president and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 7. Duties of Vice President
The Vice President shall assist the President in all duties, preside over meetings in the absence of the president, act as liaison between any committee chairpersons and the Board of Directors, and perform the duties of President in the event of the latter’s inability to serve.
Section 8. Duties of Secretary
The secretary shall have powers and perform duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
The secretary shall:
• Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
• Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
• See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
• Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
• Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws and the minutes of the proceedings of the Directors of the corporation.
• In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 9. Duties of Treasurer
The treasurer shall:
• Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit, or cause to be deposited, all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
• Receive, and give receipt for, or cause to be received and receipted for monies due and payable to the corporation from any source whatsoever.
• Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
• Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
• Exhibit, or cause to be exhibited, at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor.
• Render to the president and Directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.
• Work with the corporation’s accountants to prepare and verify the financial statements to be included in any required reports and ensure all necessary financial reports are filed with the Colorado Department of State and the Internal Revenue Service.
• In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Duties of the Publisher
The Publisher shall be invited to and shall attend Board meetings as an Ex-Officio Director and shall report to the Board on the Newspapers and such other matters as may be requested by the Board. The Publisher’s attendance is not required for the Board to function or act.
Duties of the Founder:
John G. Weiss shall be invited to attend Board meetings as the founder of the Newspapers and an Ex-Officio Director, but his attendance is not required. At such meetings, the founder may share opinions and historical facts that could influence decisions to be made, but he will not vote at any time. Founder’s attendance is not required for the Board to function or act.
Section 1. Committees
The Board by a majority vote may approve the designation of one (1) or more committees which shall consist of two (2) or more Directors and which shall have and may exercise the powers granted by the Board when making the designation. By resolution adopted by a majority of all the Directors in office when the action is taken, the Board may designate from among its members an executive committee and one or more other committees and appoint one or more members of the Board to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the Board, except that no such committee shall have the authority to: (i) fill vacancies on the Board of directors or any committee thereof; (ii) amend the Articles of Incorporation; (iii) adopt, amend, or repeal the Bylaws; (iv) approve a Plan of Merger; or (v) approve the dissolution of the Corporation.
Section 2. Meetings and Action of Committees
The Board of Directors may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or by the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of Directors, committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
c. In case of a declared emergency or natural disaster, items listed here may be removed from the property.
Section 2. Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Directors’ Inspection Rights
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 4. Periodic Report
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or of this corporation, to be so prepared and delivered within the time limits set by law.
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its Directors or trustees, officers, or other private persons, 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 of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Code, the corporation shall (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Code; (2) not engage in any act of self-dealing as defined in Section 4941(d) of the Code; (3) not retain any excess business holdings as defined in Section 4943(c) of the Code; (4) not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code; and (5) not make any taxable expenditures as defined in Section 4945(d) of the Code.
Amendment of Bylaws
Except as may otherwise be specified under provisions of law, these Bylaws, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
CERTIFICATION OF BYLAWS
The undersigned Officer of Citizen-Powered Media, certifies that the foregoing Bylaws constitute the Bylaws of Citizen-Powered Media as duly adopted by the Board of Directors which are effective as of October 28, 2022.