RTDNF Bylaws

Article I | Offices

The Radio and Television News Directors Foundation, Inc. (DE), dba The Radio Television Digital News Foundation, hereinafter "the corporation" shall have and continuously maintain in the state of Delaware a registered office and a registered agent whose office is identical with such registered office, and may have such other offices within or without the State of Delaware as the Board of Trustees may from time to time determine.

Article II | Meetings

Section 1. Annual Meeting

An annual meeting of the Trustees shall be held in each year in conjunction with the annual conference of RTNDA, and in the same city and state in which said conference is held, for the purpose of electing Trustees and for the transaction of such other business as may come before the meeting.

Section 2. Special Meeting

Special meetings may be called by the Board of Trustees. 

Section 3. Place of Meeting

The Trustees may from time to time designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting.

Section 4. Notice of Meetings

Notice stating the place, day and hour of any meeting of the Trustees shall be communicated to each member entitled to vote at such meeting, not less than five (5) days before the date of such meeting.  In case of a special meeting or when required by statute or by these by-laws, the purpose of the meeting shall be stated in the notice.  Any Trustee may waive notice of any meeting.

Section 5. Quorum

A majority of the Trustees shall constitute a quorum at any meeting.  If a quorum is not present at any meeting, a majority of the Trustees present may adjourn the meeting from time to time without notice.  The Trustees present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Trustees to leave less than a quorum. Resolutions of the Trustees shall be adopted and any action of the Trustees shall be valid and effective with the affirmative vote of a majority of the Trustees present at a meeting duly convened and at which a quorum is present.

Article III | Board of Trustees

Section 1. General Powers

The affairs of the corporation shall be managed by its Board of Trustees.  The Board of Trustees and its Executive Committee shall be empowered and encouraged to initiate actions in the best interests of the corporation.

Section 2. Number, Election, Tenure and Qualifications

Trustees will include the immediate past chair of the RTNDA, who shall serve as the RTNDF Chair, the current chair of RTNDA, who shall serve as the RTNDF Chair Elect, all voting directors of RTNDA, plus an RTNDF Secretary-Treasurer and two additional Trustees (at-large Trustees) who shall be elected to two-year terms by the RTNDF Trustees.  The Secretary-Treasurer and the two additional Trustees (at-large Trustees) shall be voting delegates to the RTNDA Board, who shall not be RTNDA-elected directors.  Trustees shall begin their terms immediately following the RTNDA Annual Convention.  

Section 3. Regular Meetings

A regular annual meeting of the Board of Trustees shall be held without other notice than by this by-law, in conjunction with and at the same place as the annual meeting of members.  The Board of Trustees may provide by resolution the time and place, either within or without the State of Delaware, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4. Special Meetings

Special meetings of the Board of Trustees may be called by or at the request of three (3) or more Trustees or the Chair.  The person or persons authorized to call special meetings of the Board may fix any place, within or without the State of Delaware, as the place for holding such special meeting.

Section 5. Notice

Notice of any special meeting of the Board of Trustees shall be given at least five (5) days previous thereto by notice to each Trustee.  Any Trustee may waive notice of any meeting.

Section 6. Meetings by Telephone

One or more Trustees may participate in any regular or special meeting of the Board of Trustees or of a committee of the Board of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting in this manner shall be considered to be attendance in person for all purposes of these by-laws.

Section 7. Quorum

A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.  The Trustees present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Trustees to have less than a quorum.  Resolutions of the Trustees shall be adopted and any action of the Trustees shall be valid and effective, with the affirmative vote of a majority of the Trustees present at a meeting duly convened and at which a quorum is present.

Section 8. Action Without a Meeting

A resolution in writing, signed by all the members of the Board of Trustees, shall be deemed to be an action by such Board to effect the action therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting.

Section 9. Vacancies

Any vacancy occurring in the Board of Trustees or any Trustee position to be filled by reason of an increase in the number of Trustees shall be filled by majority vote of the Trustees.  A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10. Removal

The members may remove at a Special Meeting called for the purpose, any Trustee who, in their sole and absolute discretion, is not adequately performing his duties as a Trustee.

Section 11. Compensation

Trustees as such shall not receive any stated compensation for their services as Trustees.  By resolution of the Board of Trustees, Trustees may be reimbursed for their expenses incurred as a Trustee of the Corporation.

Section 12. Executive Committee

The Executive Committee shall consist of the RTNDF Chair, Chair-elect, plus Secretary-Treasurer, and Vice Chair (an at-large Trustee) who serve as delegates to the RTNDA Board of Directors. The Executive Committee shall be subject in all respects to the authority and discretion of the Board of Trustees.  Between meetings of the Board of Trustees, the Executive Committee shall have and exercise the power and authority of the Board of Trustees in the management of the corporation, except that the Executive Committee shall not have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending a dissolution of the corporation or a revocation of dissolution, instituting activities which would jeopardize the tax-exempt status of the corporation, or amending the by-laws of the corporation.

Section 13. Nominating Committee

The RTNDF Chair shall appoint to the Nominating Committee three individuals who are not RTNDA-elected Directors.  The Nominating Committee will nominate individuals to fill the positions of Secretary-Treasurer, plus two additional Trustee positions.  Individuals nominated shall not be RTNDA-elected Directors.  No member of the nominating committee may be nominated.

Section 14. Other Committees

Other committees having or exercising such authority of the Board of Trustees as the Trustees may from time to time determine, may be designated by resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present.  The Chair of the corporation shall appoint the members of any such committee.  Persons may be designated as committee members who are not members of the corporation or its Board of Trustees.

Section 15. Personal Liability of Trustees

• (a) Elimination of Liability.  To the fullest extent that the laws of the State of Delaware, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Trustee of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Trustee.
• (b) Applicability.  The provisions of this Article shall be deemed to be a contract with each Trustee of the Corporation who serves as such at any time while this Article is in effect and each such Trustee shall be deemed to be so serving in reliance on the provisions of this Article.  Any amendment or repeal of this Article or adoption of any bylaw or provision of these Articles which has the effect of increasing Trustee liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, bylaw or provision.

Section 16. Idemnification

• (a) Right to indemnification.
  • 1. As used herein, the word "Action" shall mean any action, suit or proceeding, administrative, investigative or other, (i) to which such person is a party (other than an action by the Corporation) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a Trustee or officer of the Corporation.
  • 2. Unless in a particular case indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(3) of the Code, and except as prohibited by law, each Trustee and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liability paid or incurred by such person (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action.
  • 3. A person who is not a Trustee or officer of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board at any time designates such person as entitled to the benefits of this Article.
  • 4. As used in this Article, "indemnitee" shall include each Trustee and each officer of the Corporation and each other person designated by the Board as entitled to the benefits of this Article; "liability" shall include amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement; and "expenses" shall include fees and expenses of counsel incurred by  the indemnitee only (i) if the Corporation has not at its expense assumed the defense of the Action on behalf of the indemnitee with reputable and experienced counsel selected by the Corporation, or (ii) if it shall have been determined pursuant to Section 3 hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section.
• (b) Right to Advancement of Expenses.  Unless in a particular case advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(3) of the Code, every indemnitee shall be entitled as of right to have his expenses in defending any Action paid in advance by the Corporation, as incurred, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.
• (c) Right of Indemnitee to Initiate Action; Defenses.
  • 1. If a written claim under Section (a) or Section (b) of this Article is not paid in full by the Corporation within thirty days after such claim has been received by the Corporation, the indemnitee may at any time thereafter initiate an action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such action.
  • 2.  The only defenses to an action to recover a claim for indemnification otherwise properly asserted under Section (a) shall be (i) that the indemnitee's conduct was such that under applicable law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, or (ii) that indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(3) of the Code, but the burden of proving any such defense shall be on the Corporation.
  • 3. The only defenses to an action to recover a claim for advancement of expenses otherwise properly asserted under Section (b) shall be (i) that advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(3) of the Code, or (ii)that the indemnitee failed to provide the undertaking required by Section(b), but the burden of proving any such defense shall be on the Corporation.
• (d) Non-Exclusivity; Nature of Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Article shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while this Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article and shall inure to the benefit of the heirs and legal representatives of each indemnitee.

Article IV | Officers

Section 1. Officers

The elected officers of the corporation shall be a Chair, a Vice Chair and a Secretary-Treasurer.  The Chair shall be the immediate past Chair of the RTNDA.  The Vice Chair shall be a Trustee (at-large Trustee) in the last year of his/her term. The Board of Trustees may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform duties as shall be determined from time to time by the Board.

Section 2. Election, Qualifications and Term of Office

The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Board of Trustees may be removed at any time by the affirmative vote of a majority of the Board of Trustees.  Any vacancy occurring in any office of the corporation shall be filled by majority vote of the Board of Trustees.

Section 3. The Chair

The Chair shall preside over all meetings of the Board of Trustees and the Executive Committee and perform those duties normally incident to the position of Chair or as may be prescribed by the Board of Trustees and contained in these bylaws.  The Chair shall at such times as deemed appropriate, communicate to the members and Trustees on matters that promote the interests of the corporation.

Section 4. The Vice Chair

The Trustee (at-large Trustee), during the last year of his/her term, shall be the Vice Chair.  The Vice Chair shall in the absence or disability of the Chair perform the duties and exercise the powers of the Chair and automatically assume that position if the Chair cannot serve in that capacity. 

Section 5. The Executive Director

The Executive Director shall be the chief executive officer of the corporation.  The Executive Director shall have responsibility for the general management and overall operations of the corporation, and shall execute all contracts except where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer.  The Executive Director shall keep the records of the corporation, have custody of the corporate seal, and give notices of meetings of the members and special meetings of the Board of Trustees.  The Executive Director shall have custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, deposit all monies and other valuable property in the name of the corporation in such depositories as may be designated by the Board of Trustees.

Section 6. The Secretary-Treasurer

The Secretary-Treasurer shall attend all meetings of the board of trustees and membership and shall cause the minutes of such proceedings to be recorded.  The Secretary-Treasurer shall, when appropriate, attest to actions and statements by the Board of Trustees and others authorized to do business in the name of the Foundation, and shall perform such other duties as may be assigned by the Chair or Board of Trustees. The Secretary-Treasurer shall oversee the Foundation's funds, financial records, accounting procedures, investment policies, independent annual audit, and the handling of Foundation funds.  When called upon to do so by the Chair or the Board of Trustees, the Secretary-Treasurer shall report on financial condition of the corporation.

Section 7. Bonding

The Chair, Executive Director, Secretary-Treasurer and any other officer or employee controlling substantial funds of the corporation shall be bonded.

Article V | Contracts, Deposits and Funds

Section 1. Contracts

The Board of Trustees may from time to time authorize the Executive Director and or other officers of the corporation to enter into contracts and agreements on its behalf.

Section 2. Checks, Drafts, etc. 

The Board of Trustees shall designate the Executive Director, Secretary-Treasurer and/or other officers of the corporation as signatories on behalf of the corporation for its bank accounts, checks, demands for money and notes.

Section 3. Deposits

Deposits of funds of the corporation shall be made in such banks as the Board of Trustees shall from time to time designate and such deposits shall be made only in the name of the corporation.

Section 4. Gifts

The Board of Trustees shall be authorized to accept on behalf of the corporation any contribution, gift, bequest or devise to be applied to the purposes of the corporation, and they shall form such funds, fellowships, scholarships, or grants as may be mutually agreed upon by the corporation and donors thereto.

Article VI | Seal

The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation, and the words "corporate seal, State of Delaware."  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced.

Article VI | Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Trustees.

Article VIII | Amendments

These by-laws may be amended or repealed at any regular or special meeting of the RTNDF Board of Trustees by majority vote.

 
Amended December 9, 2015
Amended September 21, 2015
Amended September 17, 2015
Amended September 28, 2011
Amended December 2, 2006