Corporate Bylaws

[version 1.0 | 28 Jan 2000]

Article 1: Name

  1. Corporate Name: The name of the organization is MEDIAPEDE, INCORPORATED (hereafter referred to as Mediapede).
  2. Use of Name: Mediapede’s name and any official insignias the Board may adopt, singly or in combination, may be used only by the Board or its authorized representatives and only for corporate purposes.
  3. Assumed Names: Mediapede may also conduct activities under other names and formally register any such other names as its business and activities may require and as the Board may designate.

Article 2: Incorporation

  1. Corporate Status: Mediapede is formed as a nonprofit, nonstock corporation and shall maintain such status throughout its existence.
  2. State of Incorporation: Mediapede is originally incorporated in the State of [to be determined]. Mediapede may also formally register as a corporate entity in other states or nations as its business and activities may require and as the Board may designate.
  3. Articles of Incorporation
    1. Mediapede’s Articles of Incorporation, or any of them, may be altered, amended, or repealed and new Articles of Incorporation adopted by approval of a majority of the full Board.
    2. Alterations, amendments, and repeals may be proposed by any voting director of the Board, provided any such proposal is made available to the full Board not less than thirty days prior to any action taken on such proposal.

Article 3: Offices

    1. Principal Office: The principal office of Mediapede is located in [to be determined] County, State of [to be determined].
    2. Change of Address: The designation of the county or state of Mediapede’s principal office may be changed by amendment of these Bylaws. The Board may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

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  1. Other Offices: Mediapede may also establish and maintain offices at such other places, within or without its state of incorporation, as its business and activities may require and as the Board may designate.

Article 4: Purposes

  1. Internal Revenue Code Section 501(c)(3) Purposes: Mediapede is organized exclusively for charitable, educational, scientific and literary purposes as specified under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States federal tax code (hereafter referred to as the IRC), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the IRC.
  2. Specific Purposes: The specific purposes of Mediapede are:
    1. To improve and extend the study and understanding of communications media worldwide through the collaboration of a broad range of people and institutions, including:
      1. students, educators, and schools at all educational levels;
      2. media and information technology professionals and firms;
      3. media and information technology consumers and interest groups;
      4. public officials and governmental institutions;
      5. other nonprofit professionals and organizations; and
      6. any other people or organizations relevant to Mediapede’s purposes.
    2. To develop, produce, and distribute materials designed to improve and extend media research and education for scholars, professionals, and the general public worldwide, including:
      1. reference works;
      2. curriculum and study aids;
      3. studies and analyses;
      4. periodicals; and
      5. any other materials relevant to Mediapede’s purposes.
    3. To develop, produce, and host activities and events designed to improve and extend media research and education for scholars, professionals, and the general public worldwide, including:
      1. conferences, presentations, seminars, and symposia;
      2. educational programs and scholarships;
      3. awards for outstanding accomplishments; and
      4. any other activities or events relevant to Mediapede’s purposes.
    4. To engage in any other activities related to improving and extending media research and education for scholars, professionals, and the general public worldwide.

Article 5: General Policies and Restrictions

  1. Nondiscrimination: To the best of its ability in all its business and activities, Mediapede shall not discriminate against any person or organization on the basis of color, economic class, ethnicity, gender, language, nationality, physical disability, political affiliation, race, religion, or sexuality.
  2. Public Access: To the best of its ability, Mediapede shall promote and allow wide public access to information about its policies, business proceedings, and activities.
  3. Privacy: Mediapede shall establish, publish, and maintain a general privacy policy regulating the collection and dissemination of information about its directors, officers, employees, agents, members, and program participants.
  4. IRC Limitations: Notwithstanding any other provisions of these Bylaws, Mediapede shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC Section 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC Section 170(c)(2).
  5. Prohibition Against Private Inurement: No part of the net earnings of Mediapede shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers, or other private persons, except that Mediapede shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
  6. Prohibition Against Self-Dealing: Mediapede shall not engage in any act of self-dealing as defined in the IRC.
  7. Private Foundation Requirements and Restrictions: During any period in which Mediapede is treated as a private foundation as defined in IRC Section 509(a), Mediapede shall maintain the following practices:
    1. distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942;
    2. not engage in any act of self-dealing as defined in IRC Section 4941(d);
    3. not retain any excess business holdings as defined in IRC Section 4943(c);
    4. not make any investments in such manner as to subject itself to tax under IRC Section 4944; and
    5. not make any taxable expenditures as defined in IRC Section 4945(d).
  8. Political Activity Restrictions: No substantial part of the activities of Mediapede shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Section 501(h)), and Mediapede shall not participate in, or intervene in (including the publishing or distribution of statements), a political campaign on behalf of, or in opposition to, any candidate for public office.
  9. Restriction to Purposes: Notwithstanding any other provision of these Bylaws, Mediapede shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes as set forth in Article 4 hereof.

Article 6: Membership

Mediapede shall not have formal corporate members nor grant formal corporate membership.

Article 7: Directors

  1. Number: Mediapede shall have not less than three voting Board directors. The number of directors may be increased or decreased by approval of a majority of the full Board.
  2. Qualification
    1. Directors shall be of the age of majority in Mediapede’s state of incorporation.
    2. As possible, directors shall represent the following constituencies:
      1. students, educators, and schools at all educational levels;
      2. media and information technology professionals and firms;
      3. media and information technology consumers and interest groups;
      4. public officials and governmental institutions; and
      5. other nonprofit professionals and organizations.
  3. Powers
    1. Subject to the provisions of the laws of Mediapede’s state of incorporation, the activities and affairs of Mediapede shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
    2. The Board acts in accordance with Mediapede’s Articles of Incorporation and these Bylaws, which it has the authority to interpret and clarify in terms of language.
    3. The Board may prudently delegate powers in the interest of efficient management.
  4. Duties: It shall be the duty of the directors to:
    1. Perform any and all duties imposed on them collectively or individually by law, by Mediapede’s Articles of Incorporation, or by these Bylaws;
    2. Appoint, remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, employees, and agents of Mediapede;
    3. Supervise all officers, agents and employees of Mediapede to assure that their duties are performed properly;
    4. Meet at such times and places as required by these Bylaws;
    5. Register their addresses with the Secretary of the corporation, understanding that notices of meetings and other corporate business delivered to them at such addresses shall be valid notices thereof.
  5. Election and Term of Office
    1. At the first meeting of the Board, and every subsequent regular meeting of the Board at which there are vacancies, directors shall be elected by the Board. Voting for the election of directors shall be by written ballot or other permanent record. Each standing director shall cast one vote per candidate, and may vote for as many candidates as the number of vacancies. Vacancies shall be filled by the candidates receiving the highest number of votes. In the event of tied votes for a single vacancy, standing directors shall vote again between tied candidates for the remaining vacancy. If after three additional votes a tie persists, the vacancy shall remain open until the next regular meeting of the Board.
    2. Directors shall hold office for a period of three years from the date of their election and until their disqualification, resignation or removal, or until their successor shall be elected and qualified, whichever occurs first.
  6. Vacancies
    1. Vacancies on the Board shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased by approval of a majority of the full Board.
    2. Any director may resign effective upon giving written notice to the Board or any officer of Mediapede, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if Mediapede would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of Mediapede’s state of incorporation.
    3. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of Mediapede’s state of incorporation. Involuntary removal of any director shall require approval of a majority of the full Board.
  7. Compensation
    1. Directors shall serve without compensation.
    2. Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
  8. Place of Meetings
    1. Meetings shall be held at Mediapede’s principal office unless otherwise designated by the Board.
    2. Alternatively, meetings may be held via any form of telecommunication or by other means as set forth in these Bylaws or as otherwise designated by the Board.
  9. Regular Meetings: Regular meetings of the Board shall be held semi-annually, unless otherwise designated by the Board.
  10. Special Meetings: Special meetings of the Board may be called by any corporate officer, by any two directors, or if different, by the persons specifically authorized under the laws of Mediapede’s state of incorporation to call special meetings of the Board. Notice of intent to call a special meeting of the Board must be given to the Secretary of Mediapede no less than thirty days prior to the date of the meeting, and shall include a summary of matters to be acted upon by the Board at such special meeting.
  11. Written Consent: Any action to be taken at a meeting of the Board may be taken without a meeting if a written consent or consents, setting forth the action so taken, shall be signed by the number of directors necessary to authorize or take action at a meeting at which all directors entitled to vote were present and voted.
  12. Notice of Meetings
    1. Unless otherwise required by law, Mediapede’s Articles of Incorporation, or these Bylaws, the Secretary shall give at least twenty days prior notice of each regular or special meeting of the Board to each director. Such notice may be oral or written, may be given personally, by post, by telephone, facsimile, email or other telecommunication, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
    2. Whenever any notice of a meeting is required to be given to any director under provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
  13. Quorum for Meetings
    1. A quorum shall consist of a majority of the directors of the Board.
    2. Unless otherwise required by law, Mediapede’s Articles of Incorporation, or these Bylaws, no business shall be considered by the Board at any meeting at which the required quorum is not present.
  14. Majority Action as Board Action: Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board, unless provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws require a greater percentage or different voting rules for approval of a matter or action by the Board.
  15. Conduct of Meetings: Meetings of the Board shall be presided over by the President of Mediapede or, in his or her absence, by the Vice-President of Mediapede or, in the absence of both of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of Mediapede shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding director shall appoint another person to act as secretary of the meeting.
  16. Non-Liability of Directors and Officers: Mediapede’s directors and officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
  17. Indemnification by Corporation of Directors and Officers: Mediapede’s directors and officers shall be indemnified by Mediapede to the fullest extent permissible under the laws of Mediapede’s state of incorporation.
  18. Insurance for Corporate Agents: Except as may be otherwise required by law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of Mediapede (including a director, officer, employee or other agent of Mediapede) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not Mediapede would have the power to indemnify the agent against such liability under provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws.

Article 8: Officers

  1. Designation: The officers of Mediapede shall be a President, a Vice-President, a Secretary, and a Treasurer. Mediapede may also have one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be designated from time to time by the Board.
  2. Qualification: Any person qualified to serve as a director of the Board may serve as an officer of Mediapede, yet officers of Mediapede are not required to be directors of the Board.
  3. Duties of President
    1. The President shall be the chief executive officer of Mediapede and shall, subject to the control of the Board, supervise and control the affairs of Mediapede and the activities of its officers, employees, and agents.
    2. Unless another person is specifically appointed to preside, the President shall preside at all meetings of the Board and the Executive Committee.
    3. The President shall serve ex officio as member of all Board committees.
    4. Except as otherwise expressly required by law, Mediapede’s Articles of Incorporation, or these Bylaws, the President shall, in the name of Mediapede, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.
    5. In general, the President shall have all powers and perform all duties incident to his or her office and have such other powers and perform such other duties as may be required by law, Mediapede’s Articles of Incorporation, or these Bylaws, or which may be designated from time to time by the Board.
  4. Duties of Vice-President
    1. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
    2. In general, the Vice-President shall have all powers and perform all duties incident to his or her office and have such other powers and perform such other duties as may be required by law, Mediapede’s Articles of Incorporation, or these Bylaws, or which may be designated from time to time by the Board.
  5. Duties of Secretary: The Secretary shall:
    1. Certify and keep at the principal office of Mediapede the original, or a copy, of these Bylaws as amended or otherwise altered to date.
    2. Keep at the principal office of Mediapede or at such other place as the Board may designate, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
    3. See that all notices are duly given in accordance with the provisions of law, Mediapede’s Articles of Incorporation, and these Bylaws.
    4. Be custodian of the records and the seal of Mediapede and affix the seal, as authorized by provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws, to duly executed documents of Mediapede.
    5. Exhibit at all reasonable times to any director of Mediapede, or to his or her agent or attorney, on request therefore, the Articles of Incorporation, the Bylaws, the minutes of the proceedings of the directors or officers, or any other official document of Mediapede.
    6. In general, have all powers and perform all duties incident to his or her office and have such other powers and perform such other duties as may be required by law, Mediapede’s Articles of Incorporation, or these Bylaws, or which may be designated from time to time by the Board.
  6. Duties of Treasurer: The Treasurer shall:
    1. Have charge and custody of, and be responsible for, all funds and securities of Mediapede, and deposit all such in the name of Mediapede in such banks, trust companies, or other depositories as shall be designated by the Board.
    2. Receive, and give receipt for, funds due and payable to Mediapede from any source whatsoever.
    3. Disburse, or cause to be disbursed, the funds of Mediapede as may be directed by the Board, taking proper vouchers for such disbursements.
    4. Keep and maintain adequate and correct accounts of Mediapede’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
    5. Exhibit at all reasonable times the books of account and financial records to any director of Mediapede, or to his or her agent or attorney, on request thereof.
    6. Render to the President or the Board, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of Mediapede.
    7. Prepare, or cause to be prepared, and certify, or cause to be certified, financial statements of Mediapede to be included in any required reports.
    8. In general, have all powers and perform all duties incident to his or her office and have such other powers and perform such other duties as may be required by law, Mediapede’s Articles of Incorporation, or these Bylaws, or which may be designated from time to time by the Board.
  7. Election and Term of Office: Officers shall be elected by the Board, at any time, and shall hold office for a period of two years from the date of their election and until their disqualification, resignation or removal, or until their successor shall be elected and qualified, whichever occurs first.
  8. Vacancies
    1. Vacancies among officers shall exist (1) on the death, disqualification, resignation or removal of any officer, and (2) whenever the number of authorized officers is increased by the Board.
    2. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
    3. Vacancies occurring in offices created at the discretion of the Board may or may not be filled as the Board shall designate.
    4. Any officer may resign effective upon giving written notice to the Board or any other officer of Mediapede, unless the notice specifies a later time for the effectiveness of such resignation. No officer may resign if Mediapede would then be left without a duly elected officer or officers in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of Mediapede’s state of incorporation.
    5. Officers may be removed from office, with or without cause, as permitted by and in accordance with the laws of Mediapede’s state of incorporation. Involuntary removal of any officer shall require approval of a majority of the full Board.
    6. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of Mediapede.
  9. Compensation of Officers
    1. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board. In all cases, any salaries received by officers of Mediapede shall be reasonable and given in return for services actually rendered to or for Mediapede.
    2. If provisions of law or regulations of entities from which Mediapede receives funding restrict certain funds from compensating corporate officers, any such funds so restricted shall not be used to compensate Mediapede’s officers.

Article 9: Committees

  1. Executive Committee
    1. The Board of Directors may, by majority vote of all its members, designate an Executive Committee consisting of at least two Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of Mediapede, to the extent permitted, and except as may otherwise be required, by provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws.
    2. By a majority vote of all its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
  2. Other Committees: Mediapede shall have such other committees as may be designated from time to time by resolution of the Board. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
  3. Meetings and Action of Committees: Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time and notice for regular and special meetings of committees may be fixed by resolution of the Board or by the committee. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Article 10: Administration and Records

  1. Fiscal Year: Mediapede shall operate under a fiscal year beginning and ending as designated by the Board.
  2. Execution of Instruments: The Board, except as otherwise required in these Bylaws, may by resolution authorize any officer or agent of Mediapede to enter into any contract or execute and deliver any instrument in the name of and on behalf of Mediapede, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind Mediapede by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
  3. Checks and Notes: Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of Mediapede shall be signed by the President or Treasurer of Mediapede.
  4. Deposits: All funds of Mediapede shall be deposited from time to time to the credit of Mediapede in such banks, trust companies, or other depositories as the Board may designate.
  5. Gifts: The Board may accept on behalf of Mediapede any contribution, gift, bequest, or devise for the nonprofit purposes of Mediapede.
  6. Maintenance of Corporate Records: Mediapede shall keep at its principal office:
    1. Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
    2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; and
    3. A copy of Mediapede’s Articles of Incorporation and Bylaws as amended to date.
  7. Corporate Seal: The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of Mediapede. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
  8. Directors’ Inspection Rights
    1. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of Mediapede and shall have such other rights to inspect the books, records and properties of Mediapede as may be required under provisions of law, Mediapede’s Articles of Incorporation, or these Bylaws.
    2. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
  9. Periodic Report: The Board shall cause any annual or periodic report required under law to be prepared and delivered to the Board, to appropriate regulatory agencies in the state of Mediapede’s incorporation, or to any other agency or regulatory body as required by Mediapede’s activities and business.

Article 11: Amendment

  1. These Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of a majority of the full Board.
  2. Alterations, amendments, and repeals may be proposed by any voting director of the Board, provided any such proposal is made available to the full Board not less than thirty days prior to any action taken on such proposal.

Article 12: Dissolution

  1. In the event of the dissolution or final liquidation of Mediapede, the Board shall, after paying or making provision for the payment of all the lawful debts and liabilities of Mediapede, distribute all remaining assets of Mediapede exclusively to one or more of the following categories of recipients as the Board shall designate:
    1. A nonprofit organization or organizations which may have been created to succeed Mediapede, as long as such organization or each of such organizations is organized and operated exclusively within the meaning of IRC Section 501(c)(3).
    2. A nonprofit organization or organizations having similar purposes as Mediapede as set forth in these Bylaws, as long as such organization or each of such organizations is organized and operated exclusively within the meaning of IRC Section 501(c)(3).
  2. Any such assets not so disposed of shall be disposed of in accordance with the purposes of Mediapede as set forth in these Bylaws by a court of competent jurisdiction of the county in which the principal office of Mediapede is then located, exclusively for such purposes or to such organization or organizations, as said court shall designate, which are organized and operated exclusively for such purposes.

Article 13: Construction and Terms

  1. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of Mediapede filed with an office of the state of Mediapede’s incorporation and used to establish the legal existence of Mediapede.
  2. If there is any conflict between the provisions of these Bylaws and Mediapede’s Articles of Incorporation, the provisions of the Articles of Incorporation shall govern.
  3. Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
  4. All references in these Bylaws to a section or sections of the Internal Revenue Code or IRC shall be to sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding portions of any future federal tax code.

Adoption

We, the undersigned, are all of the initial directors of Mediapede, and we consent to, and hereby do adopt the foregoing Bylaws, consisting of thirteen preceding articles, as the Bylaws of Mediapede.

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