BYLAWS

Portland in the Round

Article I: Purpose

1.1. This corporation shall be organized and operated exclusively for charitable, scientific, literary,
religious, and educational purposes. Subject to the limitations stated in the Articles of Incorporation,
the purpose of this corporation shall be to engage in any lawful activities, none of which are for profit,
for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its
corresponding future provisions) and Section 501 (c) (3) of the Internal Revenue Code of 1954 (or its
corresponding future provisions).

1.2 This corporation’s primary purpose shall be to build, carry out and spread sustainable business
models that support independent, audience-friendly local journalism.

Article II: Non-membership

2.1 This corporation shall have no members.

Article III: Board of Directors

3.1. DUTIES. The affairs of the corporation shall be managed by the Board of Directors. An
executive director may be appointed by the Board of Directors to assist in the management of the
corporation and shall serve at the pleasure of the Board.

3.2. NUMBER. The number of Directors shall vary between a minimum of three and a maximum of
nine.

3.3. TERM AND ELECTION. Directors will be elected at the Portland in the Round meeting in the
winter of each year. The term of office for Directors shall be two years. A Director may be reelected
without limitation on the number of terms she or he may serve. The board shall elect its own members,
except that a Director shall not vote on that member’s own position.

3.4. REMOVAL. Any Director may be removed, with or without cause, by a vote of two-thirds of
the Directors then in office.

3.5. VACANCIES. Vacancies on the Board of Directors and newly created board positions will be
filled by a majority vote of Directors then on the Board of Directors.

3.6. QUORUM AND ACTION. A Quorum at a board meeting shall be a majority of the number of
Directors prescribed by the Board, or if no number is prescribed, a majority of the number in office
immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the
directors present, except as provided otherwise by these bylaws. Where the law requires a majority vote
of the directors in office to establish committees to exercise Board functions, to amend the Articles of
Incorporation, to sell assets not in the regular course of business, to merge, or dissolve, or for other
matters, such action is taken by that majority as required by law.
 3.7. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at a time and
place to be determined by the Board of Directors. Reminders for such meetings shall be delivered to
each Director by telephone or e-mail not less than two days prior to a regular meeting.

3.8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the time and
place determined by the Board of Directors. Notice of such meetings, describing the date, time, place,
and purpose of the meeting, shall be delivered to each Director by telephone or e-mail not less than two
days prior to a special meeting.

3.9. MEETING BY TELECOMMUNICATION. Any regular or special meeting of the Board of

Directors may be held by telephone or telecommunications in which all Directors participating may
hear each other.

3.10. NO SALARY. Directors shall not receive salaries for their board services, but may be
reimbursed for expenses related to board services.

3.11. ACTION BY CONSENT. Any action required by law to be taken at a meeting of the board, or
any action which may be taken at a board meeting, may be taken without a meeting if a consent in
writing, setting forth the action to be taken or so taken, shall be approved by written statements from all
the Directors.
3.12 PRESUMPTION OF ASSENT. A director who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken will be presumed to assent to the action,
unless the director's dissent is entered in the minutes of the meeting or unless a written dissent is filed
with the person actin gas the secretary of the meeting before the adjournment or forwarded by certified
or registered mail to the Secretary of the Corporation immediately after the adjournment of the
meeting. A director who voted in favor of the action will not have the right to dissent.
3.13 TRANSACTIONS WITH DIRECTORS.
3.13.1 Any contract or other transaction between the Corporation and one or more of its directors,
or between the corporation and another party in which a director is interested, will be valid
notwithstanding the relationship or interest or the presence of the director in a meeting of the Board of
Directors or a committee if (a) the material facts of the transaction and the fact of the relationship or
interest is disclosed or known to the Board of Directors or committee and the Board or committee
authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without
counting the votes of the interest directors; (b) the contract or transaction is approved by the Attorney
General; or (c) the contract or transaction is approved by the circuit court in an action in which the
Attorney General is joined as a party.
3.13.2 Common or interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or committee which authorizes or ratifies such contract or
transaction; however, a contract or transaction may not be authorized by a single director.
3.13.3 None of the provisions of this section will invalidate any contract or transaction that would
otherwise be valid under applicable law.
3.14 RESIGNATION. Any director may resign by delivering his or her resignation to the
Corporation at its principal office or to the President or Secretary. The resignation shall be effective on
receipt unless it is specified to be effective at some other time.
Article IV: Committees

4.1. EXECUTIVE COMMITTEE. The Board of Directors may elect an Executive Committee. The
Executive Committee shall have the power to make on-going decisions between board meetings and
shall have the power to make financial and budgetary decisions.
 4.2. OTHER COMMITTEES. The Board of Directors may establish such other committees as it
deems necessary and desirable. Such committees may exercise functions of the Board of Directors or
may be advisory committees.

4.3. COMPOSITION OF COMMITTEES EXERCISING BOARD FUNCTIONS. Any committee

that exercises functions of the Board of Directors shall be composed of two or more Directors, elected
by the Board of Directors by a majority of the number of Directors prescribed by the Board, or if no
member is prescribed, of all Directors in office at that time.

4.4. QUORUM AND ACTION. A quorum of a Committee meeting exercising Board functions
shall be majority of all Committee members in office immediately before the meeting begins. If a
quorum is present, action is taken by a majority vote of Directors present.

4.5. LIMITATION OF THE POWERS OF COMMITTEES. No Committee may authorize the

payment of a dividend or any part of income or profit of the corporation to its directors and officers;
may approve dissolution, merger, or sale, pledge, or transfer of all or substantially all of the
corporation’s assets; may elect, appoint, or remove Directors, or fill vacancies on the board or on any
of its committees; nor may adopt, amend, or repeal Articles, bylaws, or any resolution of the Board of
Directors.

Article V: Officers

5.1. TITLES. The officers of this corporation shall be the Board Chair, Vice Chair, Treasurer and
Secretary.

5.2. ELECTION. The Board of Directors shall elect the officers to serve one year terms. An officer
may be reelected without limitation on the number of terms an officer may serve.

5.3. VACANCY. A vacancy in an officer's position shall be filled not later than the first regular
meeting of the Board of Directors following the vacancy.

5.4. OTHER OFFICERS. The Board of Directors may elect or appoint other officers, agents, or
employees as it shall deem necessary and desirable. They shall hold their offices for such terms and
have such authority and perform such duties as shall be determined by the Board of Directors.

5.5. BOARD CHAIR. The Board Chair shall act as the Chair of the Board. The Board Chair shall
have any other powers and duties as may be prescribed by the Board of Directors.

5.6. VICE CHAIR. The Vice Chair shall act as the Chair of the Board in the absence of the Board
Chair. The Vice Chair shall have any other powers and duties as may be prescribed by the Board of
Directors.

5.7. TREASURER. The Treasurer shall have overall responsibility for all corporate funds. The
Treasurer shall perform, or cause to be performed, the following duties: (a) authentication of records of
the corporation; (b) keeping of full and accurate account of all fiscal records of the corporation; (c)
deposit of all monies and other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors; (d) making financial reports as to the
financial condition of the corporation to the Board of Directors; and (e) any other duties as be
prescribed by the Board of Directors. The Treasurer shall not disburse funds.

5.8. SECRETARY. The Secretary shall perform, or cause to be performed, the following duties: (a)
official recording and archiving of the minutes of all proceedings and actions of the Board of Directors;
(b) provision for notice of all meetings of the Board of Directors; and (c) any other duties as be
prescribed by the Board of Directors.

Article VI: Corporate Indemnity and Ethics

6.1. INDEMNITY. The Corporation will indemnify its officers and directors to the fullest extent
allowed by current and future Oregon law. Portland in the Round agrees to indemnify and hold
harmless each Board of Director and its Executive Officers from and against all costs, losses, liabilities,
damages, claims, and expenses (including attorney fees as incurred at trial and on appeal) arising from
actions or interactions taken or omitted in his or her capacity as a Director and/or Executive Director,
including, without limitation, actions taken or omitted by the Board Chair and/or Executive Director
consistent with these Bylaws and in furtherance of the business or affairs of Portland in the Round.
The satisfaction of any indemnification of the Board of Directors and/or Executive Director under this
Section will be from, and limited to, corporate assets, and the Board of Directors and/or Executive
Director shall not have any personal liability on account thereof.

6.2. FIDUCIARY RESPONSIBILITIES. Members of the Board of Directors pledge to act in good
faith and in the manner in the best interest of the Corporation and its ability to meet the responsibilities
of its mission.

6.3. CONFLICT OF INTEREST. Members of the Board of Directors shall refrain from voting on
issues which carry a clear potential for their personal gain. See Exhibit A for the Corporation's detailed
conflict of interest policy.

6.4. RENUMERATION. Members of the Board of Directors shall receive no pay for services on
Portland in the Round’s Board, but may be reimbursed for allowed expenses that arise from such
service.

Article VII: Contracts, loans, checks and other instruments

7.1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Article VIII: Severability

Any determination that any provision of these bylaws is for any reason inapplicable, valid, illegal or
otherwise ineffective will not affect or invalidate any other provision of these bylaws.
 Article IX: Amendments to Bylaws

These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors by a
majority vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each
Director shall be given at least two days notice of the date, time and place of the meeting at which the
proposed amendment is to be considered, and the notice shall state that one of the purposes of the
meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed
amendment.

EXHIBIT A
Portland in the Round conflict of interest policy

Article I: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization)
interest when it is contemplating entering into a transaction or arrangement that might benefit the
private interest of an officer or director of the Organization or might 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 organizations.

Article II: Definitions

1. Interested Person: Any director, principal officer, or member of a committee with governing board
delegated powers, who has a direct or indirect financial interest, as defined below, is an interested
person.

2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or
arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which
the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or
individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who
has a financial interest may have a conflict of interest only if the appropriate governing board or
committee decides that a conflict of interest exists.

Article III: Procedures

1. 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 and members of committees with governing board delegated powers considering
the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all
material facts, and after any discussion with the interested person, he/she shall leave the governing
board or committee meeting while the determination of a conflict of interest is discussed and voted
upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but
after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the
transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested
person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the
Organization 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 governing board or committee shall determine by a majority
vote of the disinterested directors whether the transaction or arrangement is in the Organization's best
interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief
and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted by the
circumstances, the governing board or committee determines the member has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV: Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of 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 governing board's or committee's
decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or
arrangement, the content of the discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the proceedings.
Article V: Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from
the Organization for services is precluded from voting on matters pertaining to that member's
compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Organization for services is precluded from
voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the Organization,
either individually or collectively, is prohibited from providing information to any committee regarding
compensation.

Article VI: Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers
shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization 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.

Article VII: Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey
information, and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform
to the Organization's written policies, are properly recorded, reflect reasonable investment or payments
for goods and services, further charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transaction.

Article VIII: Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need
not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of
its responsibility for ensuring periodic reviews are conducted.
First review: 2/21/2010
Second draft 3/1/2010
Date Adopted:

Signature by a Corporate Officer: