Bylaws of National Conference of Editorial Writers Foundation, Inc.

Section 1. General Powers.

The business and affairs of the Corporation shall be managed under the direction of its Board of Trustees consisting initially of those individuals named in the Articles of Incorporation. In addition to the powers expressly conferred upon them by these Bylaws, the Board of Trustees may exercise all the powers of the Corporation. From time to time, the Board of Trustees may delegate to officers of the Corporation such powers and duties as it may see fit in addition to those specifically provided in these Bylaws. The Trustees serving as such from time to time shall be the members of the Corporation

Section 2. Number and Tenure.

The Board of Trustees shall be elected by the Trustees holding office from time to time from a list supplied by the Board of Directors of the National Conference of Editorial Writers (“NCEW”). The Board of Trustees must at all times include the president of NCEW. No more than one non-member of NCEW shall be entitled to be on the Board of Trustees at any particular time. The Trustees shall hold office for staggered terms of three years and until their successors shall have been elected and qualified, provided, however, the initial Trustees shall serve such terms of one, two or three years as the Board of Trustees shall determine. The number of Trustees may, by vote of a majority of the entire Board, be decreased to not less than five or increased to a number not exceeding nine. The Board of Trustees shall keep minutes of its meetings and a full account of its transactions.

Section 3. Regular Meetings.

A regular annual meeting of the Board of Trustees shall be held each year on a day and at a time and place to be determined by the President or the Trustees. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Trustees.

Section 4. Special Meetings.

Special meetings of the Board of Trustees may be called by the President or by twenty-five percent (25%) of the Trustees.

Section 5. Place of Meetings.

The Board of Trustees may hold its regular and special meetings at such place within or without the Commonwealth of Pennsylvania as it may from time to time determine. The absence of such determination, regular and special meetings of the Board of Trustees shall be held at the principal business office of the Corporation.

Section 6. Notice.

Notice of the place, day and hour of every regular and special meeting shall be given to each Trustee:

1. By notice in writing mailed postage prepaid not later than the third day before the day set for the meeting and addressed to the Trustee’s last known post office address according to the records of the Corporation;
2. By telegraphic or telephonic communication or by notice in writing delivered personally or left at the Trustee’s residence or usual place of usiness not later than the second day before the day set for the meeting.
   
   No notice of the time, place or purpose of any meeting need to be given to any Trustee, who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice or who attends the meeting.

Section 7. Quorum.

A majority of the Board of Trustees shall constitute a quorum for the transaction of business at every meeting; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time, but not for a period in excess of 30 days, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in the Charter or these Bylaws, the action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees.

Section 8. Vacancies.

Any vacancy occurring in the Board of Trustees or created by an increase in the number of Trustees may be filled by a majority of the remaining Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 9. Removal.

At any meeting of the Trustees called for the purpose any Trustee may, by vote of a majority of the other Trustees, be removed from office, with or without cause, and another may be elected in the place of the person so removed to serve for the remainder of the term.

Section 10. Compensation.

Trustees shall receive no compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.

Section 11. Informal Action by Trustees.

Any action of the Trustees may be taken without a meeting if a consent in writing setting forth the action taken is signed by all Trustees and filed with the minutes of the Corporation.

Section 12. Telephone Conference.

Members of the Board of Trustees or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

Article II
Officers

Section 1. In General.

The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and whenever deemed advisable by the Board, one or more Assistant Secretaries, Assistant Treasurers or additional Vice-Presidents. Each officer of the Corporation shall hold office for a term of one year and until his or her successor shall have been elected and qualified. The President shall be chosen from among the Trustees. Any two offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, when such instrument is required to be executed, acknowledged or verified by any two or more officers. The Board of Trustees may from time to time appoint such other agents and employees, with such powers and duties as the Board may deem proper.

Section 2. President.

The President shall be the Chief Executive Officer of the Corporation. He shall, when present, preside at all meetings of the Trustees; he shall have general management and direction of the activities of the Corporation and all powers ordinarily exercised by the president of a corporation, he shall have authority to employ an administrator or such other persons, at salaries fixed by resolution of the Board of Trustees, to assist him in the general management and direction of the activities of the Corporation, he shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instrument to be executed on the Corporation’s behalf.

Section 3. Vice-President.

In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in order of their election or designated seniority) shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

Section 4. Secretary.

The Secretary shall keep minutes of the meetings of the Board of Trustees, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the Corporation, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

Section 5. Treasurer.

If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine, the cost of which shall be borne by the Corporation. He shall have charge and custody of all funds and securities of the Corporation, receive and give receipts for monies due to the Corporation, and deposit all such monies in the name of the Corporation in such banks or other depositaries as shall from time to time be selected by the Board of Trustees. In general, he shall perform all the duties as from time to time may be assigned to him by the President or by the Board of Trustees.

Section 6. Assistant Officers.

Each Assistant Secretary and Assistant Treasurer (if any) shall hold office for such period and shall have such authority and perform such duties as the Board of Trustees may prescribe.

Section 7. Compensation.

No officers shall receive any compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses, actually and reasonably incurred on behalf of the Corporation.

Section 8. Removal.

The Board of Trustees shall have the power to set the term of any officer and at any regular or special meeting to remove any officers with or without cause. The Board may authorize any officer to remove subordinate officers.

Section 9.Vacancies.

The Board of Trustees at any regular or special meeting shall have the power to fill a vacancy occurring in any officership.

Article III
Committees

Section 1. Executive Committee of Trustees.

The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate from among its members an Executive Committee consisting of such number of Trustees as may be specified in the resolution, which Committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the Corporation, except that such Committee shall have no authority to amend, alter or repeal the Bylaws, to elect, appoint or remove any Trustee or officer of the Corporation, or to approve any charter document required to be filed with the Department of State of the Commonwealth of Pennsylvania.

Section 2. Other Committees.

The Board of Trustees may by resolution constitute and appoint such other committees to perform such other duties and functions as the Board may deem appropriate.

Section 3. Term of Office.

Each member of every committee shall continue in office at the pleasure of the Board of Trustees.

Section 4. Chairman.

One member of each committee shall be appointed chairman, either directly by the Board of Trustees or in such other manner as the Board of Trustees may prescribe.

Section 5. Quorum.

Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules.

Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with the Bylaws, with rules adopted by the Board of Trustees, or with any applicable law of the Commonwealth of Pennsylvania.

Article IV
Contracts, Checks, Deposits and Gifts

Section 1. Contracts.

The Board of Trustees may authorize any officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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.

Section 2. Checks, Drafts, Etc.

All checks, drafts or others for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

Section 3. Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositaries as the Board of Trustees may select.

Section 4. Gifts.

The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Section 5. Annual Report of the Board.

1. The board shall direct the President and Treasurer to present at the annual meeting of the Board a report showing in appropriate detail the following:
2. The assets and liabilities, including the trust funds, of the organization as of the end of the fiscal year immediately preceding the date of the report.
3. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
4. The revenue or receipts of the organization, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the organization.
5. The expenses or disbursements of the organization, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the organization. The annual report of the Board shall be filed with the minutes of the annual meeting of the Board.

Article V
Sundry Provisions

Section 1. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year unless some other fiscal year be specified by resolution of the Board of Trustees.

Section 2. Seal.

The seal of the Corporation shall be circular in form with the name of the Corporation inscribed around the outer edge, and in the center shall be inscribed the word “Pennsylvania” and the year of incorporation. In lieu of affixing the corporate seal to any document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to affix the word “(SEAL)” adjacent to the signature of the authorized officer of the Corporation.

Section 3. Amendment to Bylaws.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by a majority of the entire Board of Trustees at any regular meeting or at any special meeting called for that purpose.

Article VI.
Limitation of Personal Liability of Trustees; Indemnification of Trustees, Officers and Other Authorized Representatives.

A) Limitation of Personal Liability of Trustees.
A Trustee of the organization shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

1. the Trustee has breached or failed to perform the duties of his office as defined in Paragraph B below; and
2. the breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
   
   The provisions of this paragraph shall not apply to (a) the responsibility or liability of a Trustee pursuant to any criminal statute; or (b) the liability of a Trustee for the payment of taxes pursuant to local, state or federal law.

B) Standard of Care and Justifiable Reliance.

1. (1) A Trustee of the organization shall stand in a fiduciary relationship to the organization, and shall perform his duties as a Trustee, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the organization, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a Trustee shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
   
   (i) One or more officers or employees of the organization whom the Trustee reasonably believes to be reliable and competent in the matters presented;
   (ii) Counsel, public accountants or other persons as to matters which the trustee reasonably believes to be within the professional or expert competence of such person;
   (iii) A committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Trustee reasonably believes to merit confidence.
   
   A Trustee shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.
   
2. In discharging the duties of their respective positions, the Board, committees of the Board and individual Trustee may, in considering the best interests of the organization, consider the effects of any action upon employees, upon persons with whom the organization has business and other relations and upon communities which the offices or other establishments of or related to the organization are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (1) of this section.
3. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee or any failure to take any action shall be presumed to be in the best interests of the organization.

C) Indemnification in Third Party Proceedings.

The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the organization) by reason of the fact that he is or was a representative of the organization, or is or was serving at the request of the organization as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

D) Indemnification in Derivative Actions.

The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the organization to procure a judgment in its favor by reason of the fact that he is or was a representative of the organization, or is or was serving at the request of the organization as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), actually and reasonably incurred in connection with the defense or settlement of such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the organization, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

E) Mandatory Indemnification.

Notwithstanding any contrary provision of the these by-laws, to the extent that a representative of the organization has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section C or D above, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

F) Determination of Entitlement to Indemnification.

Unless ordered by a court, any indemnification under Section C or D above shall be made by the organization only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:

1. by the Board by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding; or
2. if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

G) Advancing Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the organization as authorized in paragraphs 1 through 3 above.

H) Indemnification of Former Representatives.

Each such indemnity may continue as to a person who has ceased to be a representative of the organization and may inure to the benefit of the heirs, executors and administrators of such person.

I) Insurance.

The organization shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the organization or is or was serving at the request of the organization as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the organization would otherwise have the power to indemnify such person against such liability.

J) Reliance on Provisions.

Each person who shall act as an authorized representative of the organization shall be deemed to be doing so in reliance upon the rights of indemnification provided by this article.