By-Laws of WITF Inc.
SECOND AMENDED AND RESTATED BYLAWS
Adopted by the Board of Directors on June 30, 2023; effective June 30, 2023.
1.1 Name. The name of the Corporation is WITF, Inc.
Purposes and Powers
2.1 Purpose. The Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The specific purpose of the Corporation is to inspire lifelong learning by connecting people and communities of Pennsylvania through trusted journalism, thoughtful discussion, and educational experiences by providing educational television programming and services, FM radio information and cultural broadcasts, print communications, and other forms of media.
2.2 Powers. The Corporation shall have unlimited power to engage in and to do any lawful act concerning the foregoing purposes, and such other powers as are now or may hereafter be granted by the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time, and any and all other applicable state and federal laws.
3.1 Principal Office. The Corporation shall have its principal office at 4801 Lindle Road, Harrisburg, Pennsylvania, or such other location within the Commonwealth of Pennsylvania as the Board of Directors (hereafter, the Board) may from time to time determine.
3.2 Other Offices. The Corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office and may have other offices within or without Pennsylvania as the Board may from time to time determine.
4.1 Members. The Members of this Corporation shall be the Board of Directors of the Corporation.
Board of Directors
5.1 Powers. The affairs of the Corporation shall be governed by its board of directors (the “Board”).
5.2 Number; Term. The number of Directors shall be determined from time to time by resolution of the Board but shall not be fewer than ten (10) nor more than thirty-four (34), including the President who, by virtue of their office, shall be a voting member of the Board. Each Director other than the President shall be elected and hold office for a term of three (3) years and until their successor is elected and qualified, and may be re-elected for two additional three-year terms, or until their earlier death, resignation or removal. A Director shall not be eligible for re-election for one year after having served three full terms of three (3) years each. Notwithstanding the foregoing, a Director serving as or nominated to be Chair of the Board shall have their term extended so that they may serve on the Board an additional one year after their term as Board Chair has ended.
5.3 Classes; Election. The Directors shall be divided into three (3) classes as nearly equal as possible, which terminate in staggered terms. The Governance and Nominating Committee shall present to the Board the names of persons for purposes of election to the Board. Directors shall be elected by the majority vote of the Board once presented by the Governance and Nominating Committee at the annual meeting and/or a regular meeting. The Directors shall hold office from the time of their election until the annual meeting following the expiration of their applicable term, regardless of what month throughout the calendar year such nominees were elected.
5.4 Meetings. An annual meeting of the Corporation shall be held on such date during the last quarter of each calendar year as determined by the Board. Each annual meeting shall be held at such location within Pennsylvania as may be determined by the Board, for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting. The Board shall also hold a minimum of three regular meetings, in addition to the annual meeting, on a schedule and at locations as determined by the Board.
5.4.1 Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman or any four Directors and shall be held at the principal office of the Corporation unless the Board shall otherwise direct.
5.4. 2 Use of Electronic Communications. Any meeting of the Board may be conducted by means of conference telephone or similar electronic communications equipment, including without limitation, Zoom or Skype, as may be prescribed by law.
5.5 Notice. Notice of any regular meeting of the Board shall be given at least five days previous thereto, by written notice delivered personally or sent by first class or overnight mail, fax, telephone or other electronic means to each Director at their address as shown in the records of the Corporation. Notice of any special meeting of the Board shall be given at least 48 hours previous thereto, by written notice provided as set forth above, first class or overnight mail, fax, telephone or other electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the meeting called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
5.6 Quorum. Forty percent (40%) of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than 40% of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
5.7 Voting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by law or by these Bylaws. No proxy voting shall be permitted at any meeting of Directors.
5.8 Resignation; Removal.
5.8.1 Resignation. Any Director may resign at any time by giving written notice to the Chair or Secretary. Unless otherwise specified in the notice, the resignation shall take effect immediately upon delivery and the acceptance of such resignation shall not be necessary to make it effective. Resignation of the Corporation shall also constitute resignation as an officer and as a member of all committees of the Board.
5.8.2 Removal. Except as prohibited by applicable law or as otherwise set forth herein, the Board may remove a Director from office, with or without cause, by the affirmative vote of the majority of the Board. For purposes of these bylaws “for cause” shall include a declaration of unsound mind by an order of court or a felony conviction, unless otherwise waived by the Board in its sole discretion.
5.9 Vacancies. Vacancies on the Board shall be filled by election of the Board at a regularly scheduled meeting of the Board after consultation with the Governance and Nominating Committee. A Director so elected to fill a vacancy shall serve the remaining unexpired term of the Director whose position was vacated. Such filled position shall not have any effect on that person’s eligibility to serve an additional full term as a Director, as provided by these Bylaws.
5.10 Attendance; Absences. A Director who is absent from two (2) consecutive regular Board meetings will be contacted by a fellow Board member to discuss the Director’s absence. A Director who is absent from three (3) consecutive regular Board meetings will be contacted by the Chair of the Governance and Nominating Committee to discuss service options (i.e., leave of absence) for such Director. The Board Secretary shall provide a quarterly attendance report to support the attendance efforts. Directors may request from the Governance and Nominating Committee a leave of absence from board service for reasons of illness, travel or other circumstances. If granted, the leave of absence shall suspend the term of the Director until their return.
5.11 Election of Chair, Vice Chair. At the annual meeting of the Corporation, subsequent to the election of any new Directors, the Board shall elect, from the members of the Board, a Chair and Vice Chair of the Board. The Chair shall preside over meetings of the Board or, in their absence, the Vice Chair shall preside. The Secretary of the Corporation (as defined below) or, in their absence, an Assistant Secretary, shall act as Secretary of each meeting, but if neither the Secretary nor an Assistant Secretary is present, those in attendance shall choose any person present to act as Secretary of the meeting.
5.11.1 The Chair and Vice Chair shall serve for up to two one-year terms and until a successor is elected and qualified, or until their earlier death, resignation or removal.
5.11.2 In the event the Board Chair is unable to complete their term, including the additional year of service on the Board as set forth in Section 5.2 above, the vacancy shall be filled by the Vice Chair and a new Vice Chair shall be nominated by the Governance and Nominating Committee to be voted on by the Board. The prior Chair shall complete their term and, at the discretion of the Board, serve another term or alternatively, the role shall be filled by any prior Chair nominated by the Governance and Nominating Committee to be voted on by the Board at the next regular meeting.
5.11.3 For purposes of vacancies of the Chair or Vice Chair positions, the eligibility of a Director to fill a vacancy of the Chair or Vice Chair position shall not be impacted by any expiration of such Director’s term, allowing that Director to serve the full term in the designated Chair or Vice Chair position. For purposes of an example: a Director stepping in as Chair of the Board with one (1) year left in their term will have their term extended and may serve the full two one (1) year terms filling the vacancy, plus the additional one (1) year following the Chair position, even if that Director has only (1) year of term eligibility remaining.
5.12 Gifts. No Director or officer of the Corporation shall solicit or accept any favor, gift, loan or gratuity worth more than $100 from any person (or entity) who has or is seeking a contractual, employment, or financial relationship with the Corporation. The foregoing shall not be interpreted to prohibit a Director or officer from engaging in arms’ length commercial transactions with any such person (or entity) on terms customary for such transactions and consistent with the Corporation’s Conflicts of Interest policy.
5.13 Familial Relationships. In accordance with the Corporation’s Conflicts of Interest policy, the Corporation shall not enter into any contract or transaction with a Director or a member of the immediate family of a Director or of an organization in which a Director or immediate family member of a Director has a material financial interest, unless the material facts of the contract or transaction are fully disclosed to the Board, and the Board authorizes, approves, or ratifies the contract or transaction by the affirmative vote (without counting the interested Director) of a majority of the Board, at a meeting by which there is a quorum without counting the interested Director. For purposes of these Bylaws, “members of the immediate family” shall mean a significant other, spouse, or other relative (whether by blood, marriage or otherwise) who either shares the same home, is financially dependent on the individual or whose investments are controlled by the individual.
6.1 Officers. The officers of the Corporation shall be a President, one or more Vice Presidents (the number to be determined by the Board, and whose order of authority shall be determined by the Board), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board may elect such other officers, including an Assistant Secretary and an Assistant Treasurer, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
6.2 Election of Officers. Any officers of the Corporation shall be elected by the Board at the annual meeting as soon as practicable after the election of any Directors and the Chair and Vice Chair of the Board. Each officer shall hold office until a successor is elected and qualified, or until the officer’s earlier death, resignation, or removal. Vacancies may be filled, or new offices created and filled at any regular meeting of the Board. An officer so elected to fill an officer vacancy shall serve the remaining unexpired term of the officer whose position was vacated.
6.3 Removal. Any officer elected by the Board may be removed by the Board when-ever in its judgment the best interests of the Corporation would be served, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
6.4 President. The President shall be the principal executive officer of the Corporation and shall supervise and control the business and affairs of the Corporation, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. By virtue of the office, the President shall be a voting member of the Board and of all of the Board’s committees, during their term of office, providing, however, that the President shall not participate in their own hiring, termination or evaluation or compensation, or in the approval of the Corporation’s audit. The President may execute, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deed, mortgage, bond, contract, or other instrument which the Board has authorized, except in cases where such execution shall be expressly delegated by the Board, by these Bylaws or by statute, to some other officer or agent of the Corporation.
6.5 Vice President. If the President is absent or is unable or unwilling to act, the Board shall designate one or more Vice Presidents to perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to them by the President or by the Board.
6.6 Secretary. The Secretary shall keep the minutes of the meetings of the Board and the Corporation; see that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and seal of the Corporation; affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board.
6.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; receive and give receipts for moneys due and payable to the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board.
6.8 Assistant Positions. The Assistant Treasurer and Assistant Secretary, in general, shall perform such duties as shall be assigned by the Treasurer or the Secretary, or by the President or the Board.
7.1 Committees. The Board, by duly adopted resolution, may establish standing and ad hoc committees of the Board from time to time, including an Executive Committee and a Governance and Nominating Committee. The duties and functions of these committees shall be established by the Board. The Executive Committee shall have and exercise the authority of the Board in the management of the Corporation to the extent granted by the Board and permitted by law.
7.2 Membership. The Chair of the Board shall appoint the membership and chair of the standing and ad hoc committees, each of which shall consist of two or more Directors. The Chair of the Board is an ex-officio member, without vote, on all committees, but a voting member on committee(s) to which they are specifically appointed. Non-Directors may serve on committees, although such persons may not constitute a majority of its members. Committee members are expected to attend committee meetings and events. Failure to attend two (2) consecutive committee meetings or events may result in removal from the committee, as determined by the Board. The establishment of the Executive and any standing committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.
7.3 Term; Vacancies. Each member of any committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated by the Board, or such member be removed from such committee by the Board. Vacancies in the membership of any committee may be filled by the Chair of the Board.
7.4 Quorum; Action by Committee. Unless otherwise provided by the Board, 40% of a committee shall constitute a quorum for the committee, and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Committee meetings may be conducted by means of conference telephone or similar electronic communications equipment, including without limitation, Zoom or Skype, as may be prescribed by law.
7.5 Committee Charter. Each committee will adopt a committee charter for its governance that has been approved by the Board.
Contracts, Checks, Deposits and Funds
8.1 Contracts. The Board may authorize any officer or agent of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
8.2 Checks. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by the Board. In the absence of such determination, such instrument shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.
8.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may select.
8.4 Donations. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation, consistent with applicable law.
Books and Records
9.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any authority of the Board.
10.1 Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30 of the following year.
11.1 Corporate Seal. The Board shall adopt a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.
Waiver of Notice
12.1 Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the Pennsylvania Nonprofit Corporation Law of 1988 (or the corresponding provisions of any successor Pennsylvania law) or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Such notice may be given in any manner prescribed by law, unless otherwise provided herein.
Indemnification; Limitation of Liability
13.1 Indemnification. The Corporation shall indemnify any Director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, by reason of the fact that they are or were a Director, officer, employee or agent of the Corporation or are or were serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director, officer employee or agent of the Corporation in connection with such action, suit or proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court of competent jurisdiction to have constituted willful misconduct or recklessness.
13.1.1 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 13 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of Directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. It is the policy of the Corporation that indemnification of, and advancement of expenses to, Directors and officers of the Corporation shall be made to the fullest extent permitted by law.
13.1.2 The Corporation shall pay expenses incurred by an officer or Director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified by the Corporation.
13.1.3 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 13 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
13.2 Authorization of Funds. The Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, or (iii) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article 13. The provisions of this Article 13 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 6.1 above but whom the Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the Nonprofit Corporation Law, as amended, or otherwise. The authority granted by this Article 13 shall be exercised by the Board of Directors of the Corporation.
13.3 Amendment. The repeal of this Article 13 or any amendment thereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.
13.4 Insurance. The Corporation may purchase and maintain insurance on behalf of the aforesaid persons to the extent authorized by law.
13.5 Director Limitation of Liability. A Director shall not be personally liable, as such, for monetary damages for any action taken, or for any failure to take any action, unless: (1) the Director has breached or failed to perform the duties of their office under Subchapter B, Chapter 57 of the Pennsylvania Nonprofit Corporation Law applicable to directors of nonprofit corporations; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The preceding paragraph shall not apply to: (1) the responsibility or liability of a Director pursuant to any criminal statute; or (2) the liability of a Director for the payment of taxes pursuant to Federal, State or local law. No amendment to or repeal of this Article shall apply to or have any effect on the personal liability for monetary damages of any Director for, or with respect to, any act or omission of such Director occurring prior to such amendment or repeal.
14.1 Written Consents. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the committee.
15.1 Dissolution. Upon dissolution of the Corporation, the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of subsequent federal tax laws), or shall be distributed to the federal government or to a state or local government for a public purpose, in accordance with the Articles of Incorporation of the Corporation.
Amendments to Bylaws
16.1 Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds of those Directors present at any regular or special meeting of the Board at which a quorum is present, provided that at least thirty days’ written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.