Nonprofit Bylaws of Democracy Watch News

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Oregon and the Articles of Incorporation of Democracy Watch News. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Oregon, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation, Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 – NAME

The legal name of the Non-Profit Corporation shall be known as Democracy Watch News. It may also be
referred to in these Bylaws as the News Service.

ARTICLE 2 – PURPOSE and MISSION

The general purposes for which Democracy Watch News has been established are as follows:

Democracy Watch News is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for/to: We do hereby establish and ordain these bylaws of Democracy Watch News, which seeks to train, unite, and serve journalists of talent, truth and energy in good fellowship;” to assist independent journalists to live up to the noblest principles of journalism; and to advance the best practices and standards of journalism by: investigating, reporting, publishing, distributing and covering issues, practices, events, people, and organizations significant or essential for building and sustaining healthy systems of self-governance and justice, promoting the common or public good and democracy in every country and territory around the world.

In addition, Democracy Watch News has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, Democracy Watch News shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

Democracy Watch News shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Oregon and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of Democracy Watch News. At no time and in no event shall Democracy Watch News participate in any activities which have not been permitted to be carried out by a Corporation exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “Code”), such as certain political and legislative activities.

Mission. Democracy Watch News investigates, analyzes, and reports on democracy and self-governance around the world from political, cultural, and technological perspectives to maintain public trust necessary for a free press to exist.

ARTICLE 3 – OFFICES

The principal office of Democracy Watch News shall be located at 4747 Welsh St. S.E. 97317, Salem, Oregon 97317. Democracy Watch News may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of Democracy Watch News may find a need from time to time, provided that any permanent change of address for the principal office is properly reported as required by Law.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of Democracy Watch News are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of Democracy Watch News on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation.

ARTICLE 5 – BOARD OF DIRECTORS

General Powers and Responsibilities

Democracy Watch News shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Oregon. The Board shall establish policies and directives governing business and programs of Democracy Watch News and shall delegate to the Executive Director and Democracy Watch News staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 21 members, but no fewer than 3 Board members. The number of Board members may be increased beyond 21 members by the affirmative vote of a two-thirds majority of the then-serving Board of Directors. A Board member need not be a resident of the State of Oregon. In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including voting power, as the other directors.

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving Democracy Watch News in any other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee, if created, shall present nominations for new and renewing Board members. The election of directors as members of the board of directors shall be conducted electronically by secret ballot concurrent with and beginning at the end of the opening business meeting of the annual-election meeting of the international editor’s forum. The governance committee members will vote concurrently with the times set for the vote by the editors forum, ending one hour before the start of the final business meeting of the annual meeting of the editors forum. Balloting shall remain open for at least 48 hours.
Ballots shall be cast using a system established by the chief information officer with the approval of the governance committee and the board of directors. The meetings should be scheduled to begin seven days prior to the annual meeting of the board of directors. Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a simple majority of those Board members at a Board meeting at which a quorum is present. If no Governance Committee is created, then this duty shall fall upon another committee created for that purpose or upon the Board of Directors.

Term of Board

All appointments to the Board shall be for a term of 2 year(s). No person shall serve more than 5
consecutive terms unless a majority of the Board, during the course of a Board meeting at which a
quorum is present, votes to appoint a Board member to 1 additional year(s). No person shall serve more
than 5 consecutive years. After serving the maximum total number of consecutive years on the Board, a
member may be eligible for reconsideration as a Board member after 1 years have passed since the
conclusion of such Board member’s service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

The death, resignation, or removal of any director;
The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed 3 consecutive meetings of the Board of Directors, or a total of 4 meetings of the Board during any one calendar year;
An increase in the authorized number of directors; or
The failure of the directors, at any annual or other meetings of directors at which director(s) are to be elected, to elect the full authorized number of directors.

The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings, that such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the Board, the president of Democracy Watch News, the secretary of Democracy Watch News, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Oregon is first notified, no director may resign when Democracy Watch News would then be left without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by a simple majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a two-thirds majority of then-serving Board members.

Meetings

The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the Board or any 3 regular Board members may call a special meeting of the Board with 14 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meetings of the Board.

Minutes

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to Democracy Watch News to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 7 business days after the close of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. The number of directors in office must constitute a quorum for an action taken by written consent. Such consent shall be placed in the minute book of Democracy Watch News and shall have the same force and effect as a vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which
shall be deemed an original for all purposes. In addition, facsimile signatures, and electronic signatures or
other electronic “consent click” acknowledgments shall be effective as original signatures.

Quorum

At each meeting of the Board of Directors or Board Committees, the presence of a majority of the voting members shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

Voting

Each Board member shall only have one vote.

Proxy

Members of the Board shall not be allowed to vote by written proxy.

Board Member Attendance

An elected Board member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to Democracy Watch News. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair, to have resigned from the Board.

ARTICLE 6 – OFFICERS

Officers and Duties

The Board shall elect officers of Democracy Watch News which shall include a President (Executive Director), a Secretary, and such other officers as the Board may designate by resolution. The same person may hold any number of offices. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them
at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of Democracy Watch News, without bias or predisposition to all rights, if any, of Democracy Watch News under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance with the herein prescribed Bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

Chair of the Board and Chief Executive Officer

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of Democracy Watch News any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by Democracy Watch News, except when required by law that the President’s signature must be provided.

P resident and Executive Director

It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of Democracy Watch News, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of Democracy Watch News and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the President under a contract of employment where appropriate. The President shall be empowered to act, speak for, or otherwise represent Democracy Watch News between meetings of the Board. The President shall be responsible for the hiring and firing of all personnel and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of Democracy Watch News on all contracts and other documents authorized either generally or specifically by the Board to be executed by Democracy Watch News and to negotiate any and all material business transactions of Democracy Watch News.

Vice President

In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the President.

Secretary

The Secretary, or his/her designee, shall be the custodian of all records and documents of Democracy Watch News which are required to be kept at the principal office of Democracy Watch News and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of Democracy Watch News and shall see that the seal of Democracy Watch News, if any, is affixed to all documents, the execution of which on behalf of Democracy Watch News under its seal is duly authorized in accordance with the provisions of these bylaws.

Treasurer (Chief Financial Officer)

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Democracy Watch News including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of Democracy Watch News as may be ordered by the Board of Directors, and shall render to the Chair of the Board, President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of
Democracy Watch News.

The Treasurer shall give Democracy Watch News a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to Democracy Watch News of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control upon the Treasurer’s death, resignation, retirement, or removal from office. Democracy Watch News shall pay the cost of such a bond.

ARTICLE 7 – COMMITTEES

Committees of Directors

The Board of Directors may, from time to time, and by resolution adopted by a majority of the directors then in office provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall consist of at least two (2) directors, and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve on the specific committee. However, committees exercising any authority of the Board
of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:

a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the
members of the Board if this were a membership vote.
b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the
authority of the Board.
c) Fix compensation of the directors serving on the Board or on any committee.
d) Amend or repeal the Articles of Incorporation or Bylaws or adopt new bylaws.
e) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable
or repealable.
f) Appoint any other committees of the Board of Directors or their members.
g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan
for the sale, lease, or exchange of all or considerably all of the property and assets of Democracy Watch
News otherwise than in the usual and regular course of its business; or revoke any such plan.
h) Approve any self-dealing transaction, except as provided pursuant to Law.

Unless otherwise authorized by the Board of Directors, no committee shall bind Democracy Watch Newsin a contract or agreement or expend Democracy Watch News funds.

Meetings and Actions of Committees

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 – Committees of these Bylaws, concerning meetings and actions of the directors with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the
committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept for each meeting of any committee and shall be filed with the Democracy Watch News records. The Board of Directors may adopt rules not consistent with the provisions of these Bylaws for the governance of any committee.

If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of Democracy Watch News whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence.

Executive Committee

Pursuant to Article 7 – Committees, the Board may appoint an Executive Committee composed of a minimum of two (2) directors, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of Democracy Watch News between meetings of the Board, provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 7 – Committee of Directors. The Secretary of the Democracy Watch News shall send to each director a summary report of the business conducted in any meeting of the Executive Committee.

Finance Committee

The Finance Committee, if created, shall be responsible for making sure the Company, Organization’s financial reports are accurate. It shall also oversee the budget and perform other duties like establishing reserve funds, lines of credit and investments. In the event that the Board should create a Finance Committee, the members of said Finance Committee must comprise less than one-half (1/2) of the membership of the Audit Committee, and the Chair of the Finance Committee shall not serve on the Audit Committee.

Governance Committee

The Governance Committee shall have a minimum of three (3) voting director members. It shall annually review and make nonbinding recommendations, including but not limited to recommendations regarding (i) governance policies and practices of the Board of Directors, (ii) the Board officer succession plan, (iii) the composition and size of the Board, and (iv) oversee the orientation of new directors. Unless otherwise decided by the Board, the Governance Committee shall also serve as the sole nominating body for persons to be elected or reelected as directors and persons to be elected or re-elected as officers. In
nominating persons to be elected or re-elected as directors, the Governance Committee shall seek to nominate persons representing the diverse needs and interests of Democracy Watch New’s regions and service areas.

ARTICLE 8 – STANDARD OF CARE

General

A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of Democracy Watch News and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, in each case prepared or
presented by:

a) One or more officers or employees of Democracy Watch News whom the director deems to be reliable and competent in the matters presented;

b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence,

So long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted. Except as herein provided in Article 8 – Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which Democracy Watch News or assets held by it, are dedicated.

Loans

Democracy Watch News shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Oregon Attorney General; provided, however, Democracy Watch News may advance money to a director or officer of Democracy Watch News or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect Democracy Watch News interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise 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 and is not intended as an exclusive statement of responsibilities.

Restriction on Interested Directors

Not more than 25% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by Democracy Watch News for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

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 who are considering the proposed transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
b) The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the Board shall determine whether Democracy Watch News 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 Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of Democracy Watch News for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all 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 decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.

Acknowledgement of Conflict of Interest Policy

Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

a) Has received a copy of the conflict of interest policy;
b) Has read and understands the policy;
c) Has agreed to comply with the policy; and
d) Understands that Democracy Watch News 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.

Violation of Loyalty – Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between this Corporation and one or more of its Directors, or between this Corporation and any corporation, firm, or association in which one or more of the Directors has a material financial interest (“Interested Director”), or (ii) between this Corporation and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation. Said self- dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self- dealing contract, if:

a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said Interested Director(s));
b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, andvthe Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the vote of the Interested Director(s)—and the contract is just and reasonable as to the Corporation at the time it is authorized, approved, or ratified; or
c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self- dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

Indemnification

To the fullest extent permitted by law, Democracy Watch News shall indemnify its “agents”, as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding”, and including any action by or in the right of Democracy Watch News by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by Democracy Watch News of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by Democracy Watch News for those expenses.

Democracy Watch News shall have the power to purchase and maintain insurance on behalf of any agent of Democracy Watch News to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 9 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporat e Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon Democracy Watch News.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of Democracy Watch News promissory notes, deeds of trust, mortgages, other evidences of indebtedness of Democracy Watch News other corporate, organization, instruments or documents, memberships in other corporations, organizations, and certificates of shares of stock owned by Democracy Watch News shall be executed, signed, and/or endorsed by the President.
All checks and drafts drawn on banks or other depositories on funds to the credit of Democracy Watch News or in special accounts of Democracy Watch News shall be signed by such person or persons as the Board of Directors shall authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of Democracy Watch News and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of Democracy Watch News may enter into any contract or execute and deliver any instrument in the name of and on behalf of Democracy Watch News.

ARTICLE 10 – RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

Democracy Watch News shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

Democracy Watch News shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

Democracy Watch News shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of Democracy Watch News. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form
capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of Democracy Watch News shall turn over to his or her successor or the Chair of the Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of Democracy Watch News as have been in the custody of such officer, employee, or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of Democracy Watch News and each of its subsidiary corporations, organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

Democracy Watch News shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. Democracy Watch News shall make these financial statements available to the Oregon Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

Reports

The Board shall ensure an annual report is sent to all directors within 30 days after the end of the fiscal year of the Corporation, which shall contain the following information:

a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.
b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
c) The expenses or disbursements of the Corporation for both general and restricted purposes during the
fiscal year.
d) The information required by the Non-Profit Corporation Act concerning certain self-dealing transactions
involving more than $50,000.00 or indemnifications involving more than $10,000.00 which took place
during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if there is no
such report, the certificate of an authorized officer of the Corporation that such statements were prepared
without audit from the books and records of the Corporation.

ARTICLE 11 – FISCAL YEAR

The fiscal year for this Corporation, Organization, shall end on December 31.

ARTICLE 12 – AMENDMENTS AND REVISIONS

These Bylaws may be adopted, amended, or repealed by a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these Bylaws. If any provision of these Bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.

ARTICLE 13 – CORPORATE SEAL

The Board of Directors may adopt, use, and alter a corporate seal. The seal shall be kept at the principal office of Democracy Watch News. Failure to affix the seal to any corporate instrument, however, shall not affect the validity of that instrument.

ARTICLE 14 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

ARTICLE 15 – DISSOLUTION

On liquidation or dissolution, all remaining properties and assets of Democracy Watch News shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.

CERTIFICATE OF SECRETARY

I, Lynn P. Edwards, certify that I am the current elected and acting Secretary of Democracy Watch News and the above Bylaws are the bylaws of Democracy Watch News as adopted by the Board of Directors on April 5, 2022, and that they have not been amended or modified since the date above.

Interim Bylaws

Whereas, in order to consult and obtain approval for these bylaws for Democracy Watch News, it is necessary and prudent for the bylaws to meet all legal requirements for the state of Oregon, the laws and regulations of the United States of America, and such international conventions and practices as are required or advisable for an international news service, be it resolved, the Board of Directors shall adopt the following with changes as noted below as official policy for Democracy watch News and as interim Bylaws. Furthermore, the Board of Directors retain the ability to make changes and modifications in these policies and interim bylaws to enable the news service to obtain legal standing as a nonprofit corporation. The president and the Board of Directors shall then provide regular notifications and updates to the Democracy watch News Editors Forum and to the Democracy watch News Council. At the annual meeting of the Democracy Watch News Council, in November 2019, the membership of the Council shall vote to adopt and ratify the interim Bylaws as the official Bylaws for Democracy Watch News and its various Divisions, departments, and news services around the world.

Until the official ratification and approval of the Interim Bylaws in November, they shall continue as policy of the Democracy watch News Board of directors. The Board shall send the following revised Interim Bylaws to the Democracy watch News Council for consensus and approval at the November 2018 annual meeting.

Democracy Watch News & Democracy Watch Media Bylaws are patterned after those of the Society for Professional Journalism: https://www.spj.org/spjbylaws.asp

Article 19 – Universal Declaration of Human Rights. Everyone has the right to freedom of opinion and expression; this right includes freedom to hold opinions without interference and to seek, receive and impart information and ideas through any media and regardless of frontiers.

US Constitution, First Amendment. Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the government for a redress of grievances.

Draft Version: Democracy Watch News Bylaws

As updated Dec. 19, 2017 and revised November 13, 2018.

The Democracy Watch Media News project was founded as a media collective and news service on July 6, 2013, to encourage best media practices among journalists and media outlets. Its growth was along professional lines, and practices and by action of volunteers intent on investigating, describing, delineating, and implementing best-media practices with collaborative decision-making and integrative technologies for journalism in the 21st century. In May 2017, the news service filed articles of incorporation as a nonprofit corporation with the state of Oregon. In October, the Society of Professional Journalists granted permission to base these bylaws on those of the SPJ.

As a professional journalistic and media organization, the news service separates operations into three divisions: administration and media services, opinion and editorial, and news.

PREAMBLE

We do hereby establish and ordain these bylaws of Democracy Watch News, “which seeks to train, unite, and serve journalists of talent, truth and energy in good fellowship;” to assist independent journalists “to live up to the noblest principles of journalism; and to advance the best practices and standards of journalism” by: investigating, reporting, and covering issues, practices, events, people, and organizations significant or essential for building and sustaining healthy systems of self-governance and justice, and promoting the general welfare and democracy in every country and territory around the world.

The administration and media-services division will TAKe ACTION to collaborate with other media organizations, civil society organizations, and socially responsible businesses to help safeguard First Amendment guarantees enshrined in the Constitution of the United states of America and Article 19 of the Universal Declaration of Human Rights. The opinion and editorial division and the news division will cover, comment on, and analyze these issues emphasizing ethics, freedom and, responsibility for media in any free and open society, all the while mindful of media ethics and responsibilities as foundations for meriting the faithful and essential role of independent journalism and media as custodians of public trust in a free society.

Democracy Watch News will include a focus and participate in efforts to ensure “freedom of information, FOSTERING adherence to recognized and meaningful codes of ethical principles, CREATING opportunities for professional development, ENCOURAGING diversity in coverage and staffing at all levels of the profession,” with an emphasis on independent, community, and citizen journalism,”thus increasing journalism’s value as a democratic institution.”

ARTICLE ONE
Name and Scope

Section One. The name of this organization shall be: Democracy Watch News.

Section Two. Democracy Watch News as a media and news service is a media collective and collaborative organization consisting of persons who are engaged in directing the editorial policy or editing and preparing news and editorial content of independent news media products, media-production, other specified media services,, students engaged in the study of these skills, journalism educators, and professional, as well as, other independent, community, and citizen journalists. It may also be referred to in these Bylaws as the News Service

Section Three. Key practices of Democracy Watch News are ethical journalism; narrative journalism; purpose-driven journalism; solutions journalism; collaborative media; collaborative decision-making; civic, community, and audience engagement; integrated media and technologies.

Section Four. Key areas of focus for news coverage, analysis, and commentary for Democracy Watch News are democracy and movements for democracy and self-governance; human rights and liberties; nonviolent conflict; sustainable public policy—both social and environmental; transparency and open governance—in both the public and private sectors; press freedom, media ethics and responsibility. Democracy Watch News should hold itself and others accountable and responsible for their effects on civil discourse and governance.

ARTICLE TWO
Motto and Watchword

Section One. The motto of this News Service shall be
“Wisdom comes through the nature of dialogue” or more simply, “Wisdom through dialogue,” sapientia est in ratione dialogus.

Section Two. The watchwords of this media and news service shall be: ethics, truth, freedom, and responsibility.

ARTICLE THREE
Heraldry and Symbols

Section One. The historic badge of the news Service shall be (TBD)

Section Two. Official insignia, logos, and other symbols of the News Service shall not be obtained through any source other than one designated by the president of the News Service.

Section Three. No one shall use the name or symbols of the News Service for commercial purposes, without the written permission of the president.

ARTICLE FOUR
News Service Divisions

Section One. There shall be three divisions for Democracy Watch News as a nonprofit corporation.
Administration and media-services division, Opinion and editorial division, and the News division.

Section Two. The Administration and Media Services Division shall consist of two departments, an Administration Department and a Media Services Department.

Section Two A. The administration and media services division will also be referred to as Democracy Watch Media News Administration and Media Services and shall be directed by the president of Democracy Watch News as specified by these bylaws and policies of the Board of Directors. There shall be two departments within the administrative division, the administration department and the media services department.

Section Two B. The Administration Department shall be responsible for efficient and effective administration, policy implementation, and other responsibilities specified in these Bylaws of as directed by policies approved by the Board of Directors. The administration department shall also be referred to as Democracy Watch Media News Administration Department. Up to six Corporate officers are assigned to the administration department, along with up to nine designated-support staff positions approved by the president. Additional administrative staff may be approved by the Board of Directors.

The corporate officers include the executive director of the Board of Directors, and the chief information officer, CIO—who is also listed with the Media Services Department. Work positions and assignments of designated administration staff and others as may be employed in or for the administration department shall be apportioned to meet needs for the following responsibilities as determined by the president and/or the Board of Directors: administrative services; legal counsel and services; internal audits; marketing; fundraising, donor, and member services; bookkeeping and accounting.

Section Two C. Democracy Watch Media, media services department, 14 designated support staff, plus the chief information officer.

The chief information officer, CIO, shall be responsible for the regular and efficient operation of the media services department in accordance with these bylaws and policies of the Board of Directors. Additional positions within the media services department shall be approved by the CIO, the president, and the executive director prior to being submitted to the Board of Directors for approval. The CIO shall be responsible for determining how to apportion personnel among the approved number of tasks and responsibilities assigned to media services, filling any positions within the department after consulting with the president.

The Chief Information Officer is responsible for administrative coordination of this department as provided for by the president, the Board of Directors, and, or, as otherwise provided for in these Bylaws. The CIO shall be assisted by staff members in the following positions:
administrative support;, content production, Language services, telecommunications services, audio-visual services, Internet technology support, information security.

Section Three. The opinion and editorial division shall organize its responsibilities and teams as determined by the Board of Directors, the opinion-editorial members of the Editors Forum, and the opinion-editorial members of the Democracy Watch News Council, and provide and otherwise publish and produce news commentary in a manner informed by the purposes of Democracy Watch News, and mindful of guidance provided by established and recognized codes of ethics for opinion and editorial journalism.

Section Three A. Opinion and editorial division members shall be assigned to opinion-editorial teams of a regional services group and to either a regional, service, and, or, to a subregional service.
One opinion-editorial coordinating editor shall be assigned to the opinion-editorial component of each regional services group, and one of these will serve on the international service as an international opinion-editorial editor. One opinion-editorial social media editor and moderator shall also serve on each regional news service as part of its opinion-editorial, OpEd, component; and one social-media editor and moderator shall be assigned to the international service as part of its OpEd component.

Section Three B. Opinion and editorial division team-members shall include the
following:

A designated OpEd coordinating editor or opinion-editorial coordinating editor.

There shall be six non-designated contributing editors on each regional-OpEd team and the same serving as non-designated, contributing editors on each sub-regional OpEd team, serving as editorial-writers and consultants bringing diverse commentary to the opinions and editorials published by the OpEd teams.

Opinion-editorial editors are assigned to the following opinion-editorial sections in a manner specified by the Bylaws and policies of the Board of Directors.

OpEd anarchist editor, or anarchist opinion-editorial editor;
OpEd socialist editor, or opinion-editorial;
Socialist editor;
OpEd social democrat editor, or social democrat opinion-editorial; editor
OpEd liberal editor, or liberal opinion-editorial; editor
OpEd conservative editor, or conservative opinion-editorial; editor
OpEd Libertarian editor, or libertarian opinion-editorial; editor

The international service shall have six designated opinion editors to staff the opinion-editorial sections described in this Article and Section of the Bylaws.

Each opinion and editorial regional team will also have the following two designated staff positions.

OpEd social media editor and moderator.
IT-services production-technician.

Each opinion and editorial subregional-team will also have the following two designated staff positions.

OpEd social media moderator;,
IT-services production-technician.

Section Three C. Opinion and editorial sections shall organize, under the direction and facilitation of an opinion-editorial coordinating editor and publish informed commentary, blogs, and columns by responsible individuals and organizations,

Section Four. The news division shall organize its constituent news-services to augment, curate, cover, and distribute news in a manner informed by the methods, purposes, and principles of Democracy Watch News, mindful of guidance provided by established and recognized codes of ethics. News division members shall be assigned to a regional services group, regional, and subregional services. Some persons may also be assigned to the international service. Some editors shall be designated by the Bylaws as specifically assigned to the international service without being required to also be assigned to a regional service or subregional service.

Section Four A. The international service team shall consist of at least nineteen persons: An editor for press freedom, ethical journalism, and media responsibility; three digital and data editors, one from each of the three regional services groups; three chief correspondents, one covering each of the regional services groups; and at least twelve others who are drawn from those serving in those positions in a regional service as follows:

One coordinating editor and news producer from each of the three regional services groups, with one being assigned as the chief-facilitating coordinating editor.
Three News Anchors, as editors and hosts for live and recorded events, one for English, one for French, and one for Spanish languages;
Three social-media editor-moderators, and assistant producer, one from each of the three regional services groups;
Telecommunications assistant producer;
Audio Internet-broadcasting assistant producer;
Audio-visual Internet-broadcasting assistant producer.

In addition to the nineteen positions on the news division component of the international service, as provided for in Article Four Section 3, the opinion and editorial needs for the international service, for each regional and subregional news service, will be provided for by OpEd team members of the opinion-editorial component of those news services. The coordinating editors should respect the distinct purposes separating opinion-editorial assignments from news functions and components within the international service and other services.

Section Four B. Regional Services
In addition to the international service,, all constituent-regional news-services of Democracy Watch News shall, as applicable, fill team positions with persons selected from those holding similar positions in a subregional service.

Each Democracy Watch News regional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill at least the following eight positions.
Coordinating editor and news producer;
News Anchor, editor, and host for live and recorded events;
Social-media editor, moderator, and assistant producer;
Telecommunications assistant producer;
Audio Internet-broadcasting assistant producer;
Audio-visual Internet-broadcasting assistant producer;
Regional digital and data editor;
Regional chief correspondent—who also serves as a member of the Editors Forum.

Section Four C. Subregional Services.
Each Democracy Watch News subregional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill at least the following six positions:

Coordinating editor and news producer;
News Anchor and host for live and recorded events;
Social-media editor, moderator, and assistant producer;
Telecommunications assistant producer;
Audio Internet-broadcasting assistant producer;
Audio-visual Internet-broadcasting assistant producer.

Additional positions may be authorized by the Board of Directors upon receiving a petition and request from the coordinating editors for the regional and, as appropriate, a subregion coordinating editor.

Section Four D. News Desks may be established for significant geographic areas by the appropriate Regional editors Forum, staffed by a coordinating editor. Should the regional Editors Forum approve, they may petition the News Service president and executive director for approval by the Board of Directors for a social media moderator for a designated news desk. The social-media moderator will not be an editor unless the staff member filling the position also assigned to the corresponding position as an editor in the subregional news service team.

Section Four E. News sections: Subregions may also establish a news section to assist correspondents to organize within a specific area of a subregion. A contributing editor may be asked to assist with a news section.

Section Four F. News bureaus may be established as described in Article Five of these Bylaws.

Section Five. A regional or sub regional service may petition the Board of Directors for license to incorporate within a country within their region, with appropriate corporate officers, divisions, departments, and team members as required by appropriate national and subnational laws and by policies of the Democracy Watch News Board of Directors.

Section Six. Fellows of Democracy Watch News shall be those on whom the News Service wishes to confer high honor in recognition of their journalistic achievements.

No more than three Fellows may be elected each year. Election shall be by the board of directors. Nominations for Fellows may be made by any regional service, subregional service, or team member, and it shall be up to the board of directors to solicit nominations.

A person elected to a Fellowship who is not a team member of a news service shall be designated as a contributing editor or associate producer of a regional and, or, subregional service as designated by the Board of Directors. Fellows will also be entitled to participate as a member of the Democracy Watch News Council.

ARTICLE FIVE
Establishment and Operation of Constituent News-Services

International Service and Regional Services Groups

Section One. The international service shall consist of team members assigned to positions designated in Article Four, Section Four of these Bylaws.

Section Two. Regional Services Groups and Regional Services
In addition to the international service,, all constituent regional news-services of Democracy Watch News shall be established within one of three Regional Services Groups.

Americas and Atlantic Regional Services Group, consisting of two regional-news services.
- North America Service
- Latin America, Caribbean, and South Atlantic Service
Africa, Europe, West and Central Asia Regional Services Group
- Subsaharan Africa Service
- Europe Service
- Near Eastern Service.
Eastern Asia and Pacific Regional Services Group.
- East Asia Service
- South Asia Service
- Southeast Asia Service
- Pacific Service.

All regional services groups shall be chartered by the Board of Directors of Democracy Watch News and shall fill team positions with persons selected from those holding one of those positions in one of its constituent regional services.
Each regional services group shall have a facilitating-coordinating editor selected from one of the regional services coordinating editors, and a facilitating-social-media editor also selected from one of the regional services; as well as an international digital data services editor; and an international chief correspondent assigned to cover regions within the regions assigned to that regional services group.

Each Democracy Watch News regional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill the positions designated in Article Four, Section Four of these Bylaws.

Section Three. Subregional News Services
Each regional news service shall consist of several Democracy Watch News subregional news services each chartered by the Board of Directors and consisting of teams of persons employed to fill positions designated by Article Four, Section Four of these Bylaws.

Section Four A. Upon presentation of a formal petition and completion of established requirements, a regional service may request a charter for a new sub regional news service from the Board of Directors of Democracy Watch News as determined by approved procedures of the Board of Directors or BoD, or to reinstate in good standing a subregional news service declared probationary, inactive or having had its charter revoked.

Section Four B. For failure to meet financial obligations or otherwise to conduct itself according to the bylaws or policies adopted by the board of directors or their regional Editors Forum or Democracy Watch News Council, a Subregion may be declared probationary, inactive or have its charter revoked by majority vote of the board of directors. Any such decision may be appealed to the full international Editors Forum under the written charter revocation and probation policies of the board of directors. The international Editors Forum may then request the BoD to reconsider and reverse its previous decision and actions.

Section Five. Correspondents, Stringers, and Contributing Editors.
All correspondents, stringers, and contributing editors for Democracy Watch News are clients of the international, regional, and subregional services, unless otherwise specified by these Bylaws or by the Editors Forum of a regional service.

Correspondents must submit regular news reports, articles, or news packages as specified by the regional service Editors Forum. In absence of other requirements, at least one report, article, or news package must be submitted every month.

Stringers should submit at least one article, news report, or news package every three months or as otherwise provided for by their regional service Editors Forum.

Contributing editors are correspondents and journalists whose experience merit special recognition, who also serve as mentors, work closely with the editors of a regional or sub regional service, , and who may be granted additional compensation or services by their regional service Editors Forum.

Section Six. Each regional service and subregional service shall submit an annual report to the international headquarters in which it reviews its activities and accomplishments for the year, and details its completion of minimum requirements of news services and any constituent bureaus as spelled out by the Board of, Directors, the International Editors Forum, and their regional Editors Forum.

Section 7. Local Professional and Campus News Bureaus

Section Seven A. A subregional service or regional service of the News Service may establish a local-news bureau as a local-professional bureau for a city, town or locality. A local news bureau reports through and is part of a subregional news service of Democracy Watch News to the Regional and international services, as well as to the president and to the headquarters of Democracy Watch News.

Section Seven B. Upon presentation of a formal petition and completion of established requirements, a group or organization of independent journalists may be granted a charter by the board of directors as a local-professional bureau of the News Service reporting to their subregional and regional services.

Section Seven C. Campus News Bureaus. A campus bureau, also referred to as a chapter, may be established at any four-year or two-year university or college that has a school or department of journalism, or that offers courses of study relevant to the scope of the News Service as defined in Article One, Section Two.

Section Seven D. Upon presentation of a formal petition and completion of established requirements, a group or organization of students may be granted a charter by the board of directors as a campus bureau of the News Service reporting to their subregional and regional services.

Section Eight. Each campus and professional bureau shall have as officers a bureau editor, a social-media moderator and editor, and a production technician for telecommunications and Internet services.
A person should also be selected to serve as treasurer. Persons in these positions shall be selected annually, according to local sub regional or regional policies. In addition, each chapter shall assign one of its staff or members to be a headquarters correspondent, whose duty it shall be to report local activities to the regional and international headquarters and specified News Service magazines or journals, and shall appoint such committees and staff members as may be recommended by the regional or sub regional coordinating editor by the News service president, or by the Democracy Watch News board of directors to fulfill specific missions or projects of the News Service. Each campus bureau and professional bureau shall maintain and submit to headquarters annually bureau policies or bylaws that are consistent with the bylaws of Democracy Watch News and policies established by the Board of Directors.

Section Nine. The bureau editor and social-media editor and moderator of a bureau shall perform such duties as usually are performed by such officers. In addition, they shall perform duties specified elsewhere in the bylaws of the News Service. No bureau member shall be considered to be a “designated” team member of a regional or sub regional service, unless also serving in one of those capacities on a region or subregion news-team.

Section Ten. The designated correspondent or a secretary or secretary-treasurer of a bureau shall carry on correspondence with their subregional and regional coordinating editors and with the president of the News Service, notifying the News Service president and their subregional and regional coordinating editors immediately of bureau selections of editors, production technicians, and chapter advisers, furnishing all necessary records and reports relating to approval or enrollment of members,, correspondents, and others, and when appropriate, transmitting all monies on proper forms. The bureau designated correspondent or a secretary shall inform the News Service headquarters, and their subregional and regional coordinating editors, as to the condition of the bureau. The secretary shall maintain and keep up to date the roster of bureau membership and keep careful records, as may be required by the News Service, of the proceedings of all meetings of the bureau.

Section Eleven. The treasurer or secretary-treasurer of a bureau shall have charge of all monies of the bureau, and shall disburse funds upon proper authorization of the bureau’s officers. The treasurer shall keep in the bureau treasurer’s book a record of all receipts, disbursements and balances. The treasurer shall authenticate all remittances sent by the chapter secretary to their subregional and regional coordinating editors and to the president of the News Service and shall make prompt and proper report upon the financial condition of the bureau as requested by the president and or the Board of Directors of the News Service. The treasurer shall produce all financial records of the chapter for inspection on demand by the executive director, any national officer or the regional director from the region in which the chapter is located.

Section Twelve. For failure to meet financial obligations or otherwise to conduct itself according to the bylaws or policies adopted by the board of directors or their regional Editors Forum or Democracy Watch News Council, a bureau may be declared probationary, inactive or have its charter revoked by majority vote of the board of directors. Any such decision may be appealed to the full international Editors Forum under the written charter revocation and probation policies of the board of directors. The international Editors Forum may then request the BoD to reconsider and reverse its previous decision and actions.

Section Thirteen. Each member, correspondent, stringer, or contributing editor, of the News Service in good standing who is a member of at least one regional news service shall have a designated home subregional service. The member’s home subregional service shall be determined on the basis of the postal address used by the News Service to communicate with the member. A member of the News Service who is a member of teams of two or more subregional services may elect among those services the one that will be his or her home service, then notifying the subregional and subregional coordinating editors of his or her preference and decision.

Section Fourteen. The international headquarters annually shall determine the status of the international service and for all Democracy Watch News regional services groups, regional services,, subregional services, and bureaus with the assistance of the international board of directors.

Section Fifteen. As part of the process of certifying editors for membership in the Editors Forum the international headquarters shall verify the active status and work in good standing of coordinating news-anchor, editor, social-media, and digital-and-data editors with the coordinating editors of each region and the international service coordinating editors.

Section Sixteen. As part of the process of certifying news-team members for membership in the Democracy Watch News Council purposes the international headquarters shall verify the active status and work in good standing of news anchors, telecommunications assistant producers, audio-visual Internet broadcasting assistant producers, Internet broadcasting assistant producers with the coordinating editors of each region and the international service coordinating editors.

Section Seventeen. Upon the decision to terminate any subregional service, professional or campus bureau, whether by dissolution, disbandment, revocation pursuant to Section Twelve of this Article, or otherwise, any remaining bureau or constituent news-service funds shall be distributed to their region’s service, who may then distribute such funds to an appropriate subregion’s service, or to another adjoining active subregion or to an adjoining bureau of the News Service in their subregion then in good standing, the News Service, or the international Board of Directors, as directed by the chapter’s appropriate Editors Forum as the day-to-day administrative, governing, and policy-implementing body, or, in the absence of action of the regional Editors forum or a designated local-subregion’s Editors Forum within 60 days of termination, to the international service or to the international Board of Directors.

Campus Chapter, or Bureau, Adviser Role in Governance

Section Eighteen. Each campus bureau, also designated as a chapter, shall have a chapter adviser who shall be recognized as the representative of the board of directors and the News Service. The chapter adviser shall be elected annually by the chapter or by the chapter’s board of directors, according to local bylaws. The adviser shall be chosen from among the professional members of the News Service teams or be a faculty member on the campus on which the bureau, chapter, is established.

Section Nineteen. The campus-bureau adviser shall be charged with the duties of attending meetings regularly, of acting as adviser to the bureau at all times, and of providing, whenever possible, a permanent place of safekeeping for the books, documents and records of the bureau, its team members, and its officers.

ARTICLE SIX
News Service Officers

Section One. The News Service’s officers shall be a president, a vice president, a chief information officer, and a secretary-treasurer., or a separate secretary and a separate treasure. In addition, the chairperson of the Board of Directors, referred to as the executive director, shall also be a corporate officer and shall work closely with the administration and media services division of the News Service, and shall be a member of the executive committee. Other members of the Board of Directors shall be referred to as Democracy Watch News directors.

Section Two. corporate officers shall be elected in accordance with procedures established in Article Nine of these Bylaws, and shall hold office for two-year terms, subject to retention by the Board of Directors.

Directors shall be elected in accordance with procedures established in Article Nine of these Bylaws, and shall hold office for two-year terms and may seek renomination and re-election by designated members in good standing of the Editors Forum, as specified in Article Nine of these Bylaws.

Section Three. No person shall serve as president or vice president who has not previously served as a member of the Editors Forum.

Section Four. Vacancy in any office, shall be filled by the Board of Directors, although the president with concurrence of the chief information officer and the executive director may appoint an interim officer to fill a corporate officer subject to confirmation by a regular or special meeting of the Board of Directors within two months after the interim appointment is made. When the chief executive officer position is vacant,, the president with concurrence of the executive director, may appoint an interim replacement. The Board of Directors must approve such an interim appointment before 90 days have elapsed.

Section Five. The president shall be the chief executive of the organization. The president shall have charge of the relations of the organization with other organizations and shall have the usual powers and duties of a president in accordance with the spirit of the bylaws. The president shall have authority to require a report from any constituent news service, component, or bureau of the organization at any time. The president is authorized to appoint and assign duties to committees that the president deems necessary.

Section Six. The vice president shall be the adviser to the president and the board of directors on matters assigned by the president, as well as serving as interim president when the president may be on temporary leave or unable to serve due to incapacitation as determined by the executive director and chief information officer. If the vice president needs to replace the president and fill the remainder of the current president’s term, the Board of Directors must meet and confirm her or him within 90 days of becoming interim president.

Section Eight. The Treasurer or secretary-treasurer shall be responsible for overseeing an accounting of all receipts and disbursements, assets and liabilities, and shall report to the president, to the board of directors, or to the Editors Forum when requested. The president may request the Board of Directors separate the office of secretary-treasurer into separate secretary and treasurer positions, either permanently or for the remainder of the current two-year terms. Regardless of whether or not the offices of secretary and treasurer are combined or are separate offices, each responsibility and position shall be considered to be “a specified” position for purposes of decision-making as a member of the Democracy Watch News Council.

ARTICLE SEVEN
Board of Directors

Section One. The board of directors shall be composed of one regional director representing each of the three regional services groups established by the board, and specified in these Bylaws and four directors to be elected at large. In addition, unless also serving as a director on the Board of Directors, the other corporate officers shall be ex-officio, nonvoting members of the Board of Directors. The three international coordinating editors shall also be ex-officio, nonvoting members of the Board of Directors.

Section Two. The board of directors shall determine the boundaries for regions and subregions as proposed by the international and regional Editors Forums.

Section Three. Regional services group directors shall be nominated in a manner determined by the board of directors, and shall be elected by members of the international Editors Forum from their respective regions pursuant to Article Nine of these bylaws.

Section Four. Directors representing a regional services group shall be elected to two-year terms in November of even-numbered years.

Section Six. The at-large directors shall be elected to two-year terms. The terms of the at-large members shall be staggered so three are elected in odd-numbered years and one is elected in even-numbered years.

Section Eight. The board of directors shall be the executive body of the Society and shall have the responsibility of maintaining the fiscal integrity of the Society by keeping it financially solvent. It shall determine its own written rules of procedure, but its acts shall be reported to the administration and media services division, to the Editors Forum, and to the Democracy Watch News Council.

Section Nine. Any vacancy in the board of directors shall be filled by vote of the remaining members of the board of directors. The member of the board so elected shall serve until the next scheduled election for BoD positions, at which time an election to fill the unexpired portion, if any, of the term for which the predecessor was elected will be held.

Section Ten. The regional services group directors (members of the board) shall, along with the president of Democracy Watch News, be responsible for organizing, guiding and supervising, and stimulating the activity of each news service and bureau in their regions.

Section Eleven. The board of directors shall encourage and assist the constituent news services of Democracy Watch News to carry on activities of a professional nature in furtherance of the News Service’s aims and to enhance and strengthen the professional aspects of journalism.

Section Twelve. The board of directors may declare any corporate office or the position of any director vacant if the board determines the incumbent has failed to perform the duties of the office or no longer meets the qualifications for the office. Such action shall require approval of at least 70 percent of the members of the board. Any person whose removal will be considered shall be notified 14 days in advance that the board may take such action. If the person whose removal is being considered is a corporate officer or director at large, the board shall notify all news services of that meeting 14 days in advance. If the person under consideration for removal is a Board member representing a regional services group, the Board shall notify all regional and subregional services in that regional services group 14 days in advance.

Section Thirteen. The board of directors will meet at least annually; additional meetings may be scheduled at the call of the President, the executive director, or of by a majority of the members of the board.

ARTICLE EIGHT
Executive Committee

Section One. The executive committee shall consist of the executive director, the president, and the chief information officer. The international coordinating editors shall also serve as ex-officio non voting members of the executive committee.

Section Two. The executive committee shall possess and may exercise all of the power of the board of directors while the board is not in session, except to the extent, if any, that such authority shall be limited by action of the board, and except that the executive committee shall not have the authority of the board of directors to

declare a board office vacant;
effect the sale, lease or other disposition of all or substantially all of the property and assets of the Society;
hire or fire the president;
hire or fire the executive director.

Section Three. The executive committee will meet at the call of the president or of a majority of the members of the committee.

ARTICLE NINE
Elections

Section One. There shall be an annual meeting of the Board of Directors during the third week of November, commencing one week after an annual business and election meeting of the Editors Forum.

Section Two. In preparation for the annual election, no later than February 4 of each year, the president shall appoint a Nominating Committee to prepare a slate of candidates including at least one nominee for each officer and director position to be filled. The nominating committee shall include at least one member from each of the regional services groups who is a member in good standing of the Editors Forum for nomination as a candidate whenever the director position for that regional services group is scheduled for election. Candidates for one of the regional services group director positions should be confirmed as candidates in good standing by the members of the Editors Forum from regions within the appropriate regional services group.

Section Three. No later than May 1, the Nominating Committee and when required, designated members of the Editors Forum, shall forward to the board of directors and executive director a slate of qualified candidates for each officer and director position to be filled.

Section Four. No later than August 1, the board of directors shall publish the candidates’ names and qualifications for office to team members of the international, regional, and subregional News Services.

Section Five. International staff and officers will do everything feasible to facilitate interactive forums online for each candidate for corporate office and director positions to respond to news-services team-members’ comments and questions.

Section Six. Any member of a regional or sub regional service of the News Service in good standing may nominate a candidate or candidates to run against candidates on the proposed slate. Nominations must be received by the president no later than 5 days before the start of balloting, and must include a statement of the candidate’s qualifications to hold the office for which she or he has been nominated. Upon verification that a candidate nominated for president, regional services group director, or any other office requiring Editors Forum membership in this way is, or in the case of candidates for president, has been, a member of the Editors Forum in good standing, is qualified to hold the office for which he or she is being nominated, and is willing to serve if elected, the board of directors immediately shall publish the names of candidates and their qualifications by the same method used to publish the official slate.

Section Seven. During years when The election of corporate officers is scheduled, the election shall be conducted electronically by secret ballot beginning at the end of the opening business meeting of the international Board of Directors and ending one hour before the start of the final business meeting of the annual meeting, and balloting shall remain open for at least two hours. Ballots shall be cast using a system established by the chief information officer with the approval of the board of directors.

Section Eight. Election of members of the Board of Directors. One week prior to the annual meeting of the Board of Directors, all members of the Editors Forum who are in good standing for at least seven days prior to the date and time balloting begins are eligible to vote for at-large directors at an annual election meeting of the Editors Forum.

Section Nine. Each member of the News Service Editors Forum in good standing may vote in the election for the regional director representing his or her regional service.

Section Ten. The election of directors as members of the Board of Directors shall be conducted electronically by secret ballot beginning at the end of the opening business meeting of the annual-election meeting of the international Editors Forum. and ending one hour before the start of the final business meeting of the annual meeting. Balloting shall remain open for at least 48 hours. Ballots shall be cast using a system established by the chief information officer with the approval of the board of directors. The meeting should be scheduled to begin seven days prior to the annual meeting of the Board of Directors.

Section Eleven. A committee appointed by the president shall count the ballots and report the results of the election to the membership at the final business meetings of the Editors Forum and the Board of Directors.

When the meetings have concluded before the results can be reported, the committee shall report the results to the executive director and electronically to the members of the Board of Directors no later than eight hours after balloting is closed, and the board shall immediately publish the outcome of the election to the membership.

ARTICLE TEN
Editors Forum

Section One. The international and regional Editors Forums shall be the regular policy-implementing, administrative, and advisory bodies of the organization. An international business and election meeting of the Forum shall be held annually, beginning seven days prior to the beginning of the annual meeting of the Board of Directors. at a time and place designated by the international Editors Forum and the board of directors. The meetings will be held via international teleconference, but may include a specified physical location if the Editors Forum passes a resolution to that effect by April 1 of the year the meeting will take place.

Section Two. The online-business meeting shall include all designated editors in good standing of the Editors Forum. not including contributing editors, as well as other designated members of the news teams holding one of the positions described in Article Four of these Bylaws.

Section Three. In the business meeting, each designated-editor position held on the international service, a regional services group, a regional service, a subregional service, or news desk will be entitled to and have one voting share.

Section Four. An Editors Forum quorum is present when qualified team-members with authority to cast at least half of the voting shares apportioned according to Article Ten, Section Three, are present and accounted for, in accordance with policies approved by the Board of Directors.

Section Six. All enactments of the business meeting, including election of directors, shall become effective immediately after the vote is validated and certified, unless otherwise specified.

Section Seven. For all international meetings of the Editors Forum, Rules for Reaching Consensus by Steven Saint and others, or a consensus procedure manual written by Democracy Watch News, or
Robert’s Rules of Order Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws, as determined by agreement of at least two of the three international coordinating editors.

For regional or subregional meetings of the Editors Forum, or of the Democracy Watch News Council, the regional-coordinating news-editor in consultation with sub regional coordinating editors shall determine which of the options for parliamentary authority, and in what manner, shall be selected for use in meetings.

ARTICLE ELEVEN
Democracy Watch News Council

Section One. The Democracy Watch News Council, shall be the legislative and advisory body at the international, regional, and subregional levels.

Section Two. The Democracy Watch News Council will include in its membership at each level, all designated team members identified in Article Four, Section 2, Section 3, and Section 4 of these Bylaws, including chief correspondents, and current Democracy Watch News Fellows.

Section Three. As a collaborative-media collective, it is important to provide for including team members in the normal processes of a functioning news team under the direction of a coordinating editor. The Councils of the Democracy Watch News Council encourage these developments.

Section Four. The International Democracy Watch News Council shall meet annually in November to conduct a regular business session and meeting concurrent with the annual meeting of the international Editors Forum.

Section Five. Regional and subregional Councils shall meet at regular intervals determined by the coordinating news-editor and shall establish working committees as seems necessary and prudent.

Section Six. News division members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the news division and its teams.

Section Seven. Opinion-editorial members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the opinion and editorial division and its teams.

Section Eight. Members of the Administrative division on the Democracy Watch News Council may meet separately to propose policies related to operations of the international headquarters, providing the members of the executive committee approve such proposals as may be passed in a Council meeting.

Section Nine. Members of the Democracy Watch News Council at any level shall meet in common session on any and all matters not specific to the operations of a single division or of its teams.
Opinion-editorial members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the opinion and editorial division and its teams.

ARTICLE TWELVE
International Headquarters

Section One. An international headquarters office shall be maintained at a location to be designated by the board of directors.

ARTICLE THIRTEEN
President

Section One. The president of Democracy Watch News, chosen by the board of directors, will head the national headquarters, the Administration Department, and the administration and media services division. The president shall carry out the policies set forth by the Board of Directors and the Editors Forum. The president shall be in general charge of the activities of the News Service; supervise the relationship of the constituent opinion-editorial and news components of the news services with the international headquarters; collect fees and oversee management of revenues; care for News Service funds and pay them out as ordered on proper voucher; keep complete accounts; and report to the executive director and board of directors. It shall be the duty of the president to enforce compliance with the bylaws by the constituent news-services and teams members, to encourage growth and expansion, and to assist the executive director and chief information officer-to originate dynamic programs in cooperation with regional services group directors, other corporate officers, and news services members. The president shall help plan regional conferences on professional subjects and shall officially represent the Society whenever necessary.

Section Two. The president shall serve at the pleasure of the board. The salary and benefits shall be set by the board of directors.

Section Three. The president shall maintain a permanent record of the acts and of the expressions of policy of the meetings of the News Service. Each of such acts and expressions shall be adopted and approved by either the Board of Directors or Editors Forum under a specific number and it shall be so recorded and indexed in the permanent record that it may be readily available for reference both by the index number and by the nature of its subject matter.

ARTICLE FOURTEEN
Finance

Apart from duties, responsibilities, and procedures otherwise specified in these Bylaws, financial policies shall be approved by the Board of Directors.

Publications

All official publications of the News Service shall be approved as official publications by the Board of Directors, unless specifically delegated to the president but the Board of Directors.

ARTICLE FIFTEEN
Amendment

Section One. These bylaws may be amended by referendum or at an international meeting of the Democracy Watch News Council as hereinafter provided.

Section One A. By a majority of votes cast in international Council sessions, provided that the proposal to amend and the exact wording of the amendment shall have been submitted to all news services,, including the opinion-editorial services, international, regional, and subregional, not less than sixty days prior to the opening date of the Council meeting and provided that the proposal shall have been originated by the International Council, a regional council, the international Editors Forum, a regional Editors Forum, or by the Board of Directors. Proposed bylaw amendments may be amended by the convention, provided that (1) such convention amendment is approved by two-thirds of delegates voting and (2) the convention amendment does not change or add to the general subject matter of the proposed bylaw amendment. The provisions of (2) shall be enforced by the presiding officer, whose ruling may be appealed to the Council. and maybe overturned by a two-thirds vote of all delegates.

Section One B. By a majority vote, as calculated under Article Ten, Section Three of these bylaws, of all chapters in good standing voting upon referendum ballot, provided that more than fifty percent of the certified vote is cast. The board of directors shall specify the limits during which ballots may be cast and counted, except that this period shall not be less than sixty days.

Section One C. Proposals to amend by referendum may be originated by Council session where a majority favorable vote shall be necessary to send the proposal to referendum or by the board of directors upon a majority vote of the members, or by a minimum of ten news subregional services by certifying to the president of the News Service that such proposal has been endorsed by a majority vote of the news teams of each service.

Section Two. Amendments become effective immediately unless otherwise specified.

Democracy Watch News
4747 Welsh St sE, Salem, OR 97317
+1 503 967-8110
https://www.twitter.com/dwatchnewsInterim Bylaws for 2020

PREAMBLE

ARTICLE 1 – NAME

ARTICLE 2 – PURPOSE and MISSION

ARTICLE 3 – OFFICES

ARTICLE 4 – DEDICATION OF ASSETS

ARTICLE 5 – BOARD OF DIRECTORS

General Powers and Responsibilities

Number and Qualifications

Board Compensation

Board Elections

Term of Board

Vacancies

Resignation

Removal

Meetings

Minutes

Action by Written Consent

Quorum

Voting

Proxy

Board Member Attendance

ARTICLE 6 – OFFICERS

Officers and Duties

Chair of the Board and Chief Executive Officer

P resident and Executive Director

Vice President

Secretary

Treasurer (Chief Financial Officer)

ARTICLE 7 – COMMITTEES

Committees of Directors

Meetings and Actions of Committees

Executive Committee

Finance Committee

Governance Committee

ARTICLE 8 – STANDARD OF CARE

General

Loans

Conflict of Interest

Restriction on Interested Directors

Duty to Disclose

Establishing a Conflict of Interest

Addressing a Conflict of Interest

Violations of Conflict of Interest Policy

Procedures and Records

Acknowledgement of Conflict of Interest Policy

Violation of Loyalty – Self-Dealing Contracts

Indemnification

ARTICLE 9 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporat e Instruments

Loans and Contracts

ARTICLE 10 – RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

Maintenance and Inspection of Other Corporate Records

Preparation of Annual Financial Statements

ARTICLE 11 – FISCAL YEAR

ARTICLE 12 – AMENDMENTS AND REVISIONS

ARTICLE 13 – CORPORATE SEAL

ARTICLE 14 – CONSTRUCTION AND DEFINITIONS

ARTICLE 15 – DISSOLUTION

CERTIFICATE OF SECRETARY

Interim Bylaws

Draft Version: Democracy Watch News Bylaws

PREAMBLE

ARTICLE ONEName and Scope

ARTICLE TWOMotto and Watchword

ARTICLE THREEHeraldry and Symbols

ARTICLE FOURNews Service Divisions

ARTICLE FIVEEstablishment and Operation of Constituent News-Services

International Service and Regional Services Groups

Campus Chapter, or Bureau, Adviser Role in Governance

ARTICLE SIXNews Service Officers

ARTICLE SEVENBoard of Directors

ARTICLE EIGHTExecutive Committee

ARTICLE NINEElections

ARTICLE TENEditors Forum

ARTICLE ELEVENDemocracy Watch News Council

ARTICLE TWELVEInternational Headquarters

ARTICLE THIRTEENPresident

ARTICLE FOURTEENFinance

ARTICLE ONE
Name and Scope

ARTICLE TWO
Motto and Watchword

ARTICLE THREE
Heraldry and Symbols

ARTICLE FOUR
News Service Divisions

ARTICLE FIVE
Establishment and Operation of Constituent News-Services

ARTICLE SIX
News Service Officers

ARTICLE SEVEN
Board of Directors

ARTICLE EIGHT
Executive Committee

ARTICLE NINE
Elections

ARTICLE TEN
Editors Forum

ARTICLE ELEVEN
Democracy Watch News Council

ARTICLE TWELVE
International Headquarters

ARTICLE THIRTEEN
President

ARTICLE FOURTEEN
Finance

ARTICLE FIFTEEN
Amendment