FREEDOM OF INFORMATION OKLAHOMA, INC. BYLAWS
As amended April 20, 2019
CORPORATE NAME AND PURPOSES
Section 1. The name of the corporation shall be Freedom of Information Oklahoma Incorporated.
Section 2. The purposes of the corporation shall be set forth in the articles of incorporation.
Section 3. The purposes of the corporation shall be carried out by: a. Protecting the public’s right to know by inquiring into the extent and adequacy of the protection of freedom of information and First Amendment rights in the United States and the State of Oklahoma, and publishing the results of said inquiry; and b. Encouraging and facilitating the cultivation and diffusion of knowledge and understanding of media-related issues, the First Amendment of the United States Constitution, and the laws of the United States and/or the State of Oklahoma, through the presentation of lectures treatises, reports, and other literary or research works in the field of freedom of information, freedom of the press and First Amendment protections. Section 3. All operations, activities, and programs of the corporation shall conform with the laws of the State of Oklahoma and Section 501(c)(3) of the Internal Revenue Code of 1954 [26 U.S.C. 501(c)] as now in effect or as it may be amended from time to time.
Section 4. Although the corporation is not subject to the freedom of information laws that are applicable to governmental entities, it will strive for transparency of its operations that is comparable to the type of transparency that is expected from state and federal government and their subdivisions. Meetings shall generally be open to the public, although the Board or its committees may go into executive session to discuss legal issues or for any other reason allowable for government entities to discuss matters privately. Minutes of meetings shall be published on the corporation’s website after approval by the Board of Directors, with appropriate redactions of confidential or privileged matters.
Section 1. Membership is open to all persons or entities who otherwise meet the requirements set forth in these by-laws.
Section 2. The Board of Directors may establish a dues structure.
BOARD OF DIRECTORS
Section 1. The operations of this corporation shall be managed and conducted by a Board of Directors.
Section 2. The number of directors shall at no time exceed twenty-one (21) directors.
Section 3. The directors shall serve for three-year terms, staggered in a manner prescribed by the Board of Directors so that one-third (1/3) of the directors shall be selected annually. The terms of office shall be based upon a calendar year.
Section 4. The Board of Directors shall strive for diversity, with an effort to appoint directors from the general public and professions with a vested interest in government transparency, including but not limited to print, broadcast and blogosphere media; education and academia; law; business; government; and other individuals and organizations that share a commitment to freedom of information and First Amendment issues. The Board of Directors shall also strive for geographic diversity, with an effort to appoint directors from across the state.
Section 5. A director may resign by notifying the Secretary of the corporation. A director may be removed by a two-thirds (2/3) vote of the Board of directors in attendance at any Board meeting at which there is a quorum, provided that said director:
(a) Shall have been given written notice of the reason for the removal, and
(b) Shall have been given an opportunity to be heard at the meeting at which the removal vote is to be taken.
Section 6. An Executive Committee of the Board of Directors shall consist of the President, President-elect, Secretary, Treasurer, the immediate Past President and the chairpersons of the standing committees. If the immediate Past President is no longer a director, the Board of Directors shall elect a director to serve on the Executive Committee until a qualified immediate Past President can serve on the committee. The Executive Committee shall exercise such powers as delegated to it by these by-laws and as the Board of Directors shall delegate to it. The President shall chair the Executive Committee and may call meetings of the committee. A meeting of the Executive Committee may also be called upon a request, submitted in writing to the President, by three Executive Committee members.
Section 7. No fewer than two (2) meetings of the Board of Directors per year shall be held, at such dates, times, and places determined by the Board of Directors. Board meetings may be called by the President or upon a written request of one-third (1/3) of the directors, submitted to the President. Written notice of the date, time, and place of every meeting of the Board of Directors shall be delivered to each director by mail, text message, or email no less than three (3) days before the date of the meeting. One-third of the eligible directors shall constitute a quorum.
Section 8. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board, may be taken without a meeting if notice is given to all directors by email and responsive votes are cast, either in person or by email, by a majority of the total number of directors. Any votes or comments that are submitted via email shall be included as part of the minutes considered at the next meeting of the Board of Directors.
Section 9. The Board of Directors may authorize the employment of such salaried staff, as it deems necessary and proper. The Board shall establish the duties, conditions of employment, and salary of such an employee. All checks and notes of the corporation shall be signed by such officers or employees as the Board of Directors shall designate from time to time.
Section 10. A director of the corporation shall not be personally liable to the corporation for monetary damages resulting from a negligent act or omission of another director or of an employee of the corporation. This paragraph does not eliminate or limit the liability of a director for: (a) A breach of a director’s duty of loyalty to the corporation; (b) An act or omission, not in good faith, that involves intentional misconduct or a knowing violation of the law; (c) A transaction from which a director received an improper benefit, regardless of if the benefit resulted from an action taken within the scope of the director’s office; or (d) An act or omission for which the liability of a director is expressly provided by statute.
Section 11. Neither the amendment nor the repeal of this section shall eliminate or reduce the effect of this section in respect to any matter occurring, or any cause of action, suit, or claim that, but for this section, would accrue or arise, prior to such amendment or repeal. If the statutes of the State of Oklahoma (Okla. Stat. Title 187, Secs. 866, 867) are hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of a director of the corporation, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the statutes of the State of Oklahoma.
Section 1. The officers of the corporation shall be the President, President-elect, Secretary, and Treasurer. In addition to those duties specifically established by these by-laws, the Board of Directors shall define the duties of said officers. No two (2) offices may be held by the same person at any one time. The officers shall be elected by the Board of Directors to one-year terms which shall coincide with the calendar year. All officers must be members of the Board of Directors during their terms of office.
Section 2. The President shall preside at all meetings of the corporation and the Board of Directors; shall chair the Board of Directors’ Executive Committee and preside at all Executive Committee meetings; shall call meetings of the Board of Directors and the Executive Committee of the Board; shall appoint the standing committee chairpersons of the corporation; and shall appoint and assign duties to such special committees which the President or the Board of Directors deems necessary. The President shall be an exofficio member of all committees, except the Nominating Committee and the Finance and Audit Committee.
Section 3. The President-elect shall exercise the powers and duties of the office. In the event of the resignation, removal, or incapacitation of the President, the President-elect shall succeed the President for the duration of the existing term. In the event both the offices of President and President-elect, or the office of President-elect alone, become vacant, the Board of Directors shall fill the offices.
Section 4. The Secretary shall be responsible for keeping minutes of all meetings of the corporation, the Board of Directors, and the Board of Directors’ Executive Committee and shall distribute copies of draft minutes to all directors at least one week prior to the meeting at which such minutes are to be considered for approval. The Secretary shall also give written notice of the date, place, and time of all meetings of the Board of Directors and the Board’s Executive Committee as provided by these by-laws. In addition to each individual director, the Secretary shall cause notice of meetings to be posted on the corporation’s website at least 24 hours in advance, and shall publish meeting minutes on the corporation’s website within a reasonable time after they are approved by the Board of Directors.
Section 5. The Treasurer shall collect all monies and disburse all monies as directed by the Board of Directors and countersigned by an officer designated by the Board and shall present a financial report at each Board meeting. The Treasurer shall be bonded and the cost of said bond paid for by the organization.
Section 1. Each member of the Board of Directors shall be appointed to at least one standing committee. The standing committees of the corporation shall be the Executive Committee; Communications Committee; Events, Awards, and Fundraising Committee; Finance and Audit Committee; and Nominations and Governance Committee.
Section 2. The standing committees shall perform such tasks or exercise such powers assigned to them by the Board of Directors.
Section 3. A standing committee chairperson must be a member of the Board of Directors during his/her term as chairperson. The chairperson shall be appointed by the President and approved by the Board of Directors. The chairperson shall serve a one-year term, to coincide with the calendar year.
Section 4. Members of each standing committee shall be appointed by the President, with advice from the respective committee chairpersons and the Executive Director. Committee members shall be selected from among the mem bership of the corporation. The committee members shall serve a one-year term, to coincide with the calendar year.
Section 5. In addition to the standing committees, the President may appoint special committees.
Section 1. The fiscal year of the corporation shall be the calendar year.
Section 2. The corporation shall have a seal which shall have inscribed thereon “Freedom of Information of Oklahoma, Inc.”
Section 3. The principal office of the corporation shall be located in the State of Oklahoma. The corporation may have such other offices as the Board of Directors may determine.
Section 4. The corporation shall have and maintain, in the State of Oklahoma, a registered office and a registered agent, whose office is identical with said registered office, as required by the Oklahoma General Corporations Act (Okla. Stat. Title 18, secs. 1021-1026). The registered office may be changed, from time to time, by majority approval of the Board of Directors. Section 5. In questions involving procedures not expressed by these by-laws, Robert’s Rules of Order Newly Revised shall be the parliamentary authority.
Section 1. FOI Oklahoma shall establish an Advisory Board.
Section 2. The Advisory Board shall be non-voting members who provide knowledge and skills that complement the Board of Directors and FOI Oklahoma’s mission.
Section 3. The Advisory Board shall comprise no more than 20 members and can include past Board members or members who have not served in that capacity but who support FOI Oklahoma’s mission. They shall serve for five -year terms or at the discretion of the Board of Directors.
Section 4. Advisory Board members shall be appointed by the FOI Oklahoma President and placed on a consent agenda item to be approved by the full Board of Directors at its next meeting.
Section 5. The immediate Past President of the Board of Directors shall serve as chairman of the Advisory Board.
Section 6. The Executive Director shall invite the Advisory Board to the annual meeting of the Board of Directors.
Section 7. The Board of Directors can remove an Advisory Board member by a two-thirds vote of those attending a Board meeting.
At least three (3) directors may propose any amendment to these by-laws at any Board meeting at which notice of the substance of the proposed amendment has been included in the notice of the meeting. Said amendment shall take effect upon approval of two-thirds (2/3) of the directors present at a Board meeting at which notice of the proposed amendment shall have been given not less than ten (10) days or more than forty-five (45) days in advance. There should be no provisions herein which are contrary to the purpose of the corporation as set forth in the articles of incorporation.