Last Updated: June 2022
Vermont Independent Media, Inc.
EIN 20-21 40604
Part II, 5, By-Laws
Vermont Independent Media Inc.
(Adopted June 24, 2005. Update June 2022)
Article 1. Name
The name of the Corporation shall be “Vermont Independent Media, Inc.”
Article 2. Purposes
The Corporation is organized exclusively for charitable, educational and literary purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The purposes of the Corporation shall be to publish a community newspaper, “The Commons,” and oversee the Media Mentoring Project to engage the wider community in developing media skills.
Article 3. Office
The registered office of the Corporation shall be located at P.O. Box 1212, Brattleboro, VT 05302 (Office space currently is located at 139 Main Street)
Article 4. Board of Directors
Section 1. Powers: the board of directors shall manage the business and affairs of the Corporation. The board may appoint committees for any purpose.
Section 2. Number and Tenure: The board of directors of the Corporation is self-perpetuating and shall consist of no fewer than seven members. The term of office of each director shall be two years.
Section 3. Board Recruitment Process: The Bylaws/Governance Committee will maintain a list of potential board members. The Committee develops or updates Board recruiting priorities on an annual basis. If the membership of the Board is projected to be eight or fewer members within the coming year, using the Board Member Skills/Experience Matrix and other criteria, the Bylaws/Governance Committee identifies a “shortlist” of potentially new board members. Upon receiving authorization from the full board regarding the individuals on the “shortlist” the Committee contacts these individuals. Documents such as “one-pager” description of board duties, current strategic plan, and similar materials would be appropriate for sharing in responding to questions from prospective board members and for both parties to assess suitability. The Bylaws/Governance Committee reviews prospective board members who indicate interest in joining toward making recommendations for the full Board. This is placed on the agenda for the next Board meeting and to guide the process one member of the Board serves as a “sponsor” of a new board member. The full board formally approves new board members in executive session. Upon acceptance to the Board, new board members go through an orientation process and receive the full rights and responsibilities of the Board. Section 3. Regular Meetings: The board shall hold regular monthly meetings.
Section 4. Special Meetings: Special meetings of the board of directors may be called by or at the request of any three directors.
Section 5. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting. The purpose of and business to be transacted at notice of such meeting.
Section 6. Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. 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 of directors.
Section 7. Removal of Absent Directors: Directors with three unexcused, consecutive absences are deemed removed.
Section 8. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of the majority of the remaining directors through less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 9. Rules. Meetings of the board of directors shall be governed by Robert’s Rules of Order, Newly Revised (1990).
Article 5 Officers
Section 1. Number: The officers of the Corporation shall be a president, vice-president, secretary, and a treasurer, each of whom shall be elected by the board of directors. The same person, except the offices of president and secretary, may hold any two or more offices.
Section 2. Election and Term of Office: The officers of the Corporation shall be elected at the annual meeting by the board of directors. An annual meeting of the Board of Directors shall be held at a time and day in the month of November of each calendar year and at a location designated by the Executive Committee of the Board of Directors. If the election is not held at such a meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.
Section 3. Removal: Any officer or agency elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers and Duties: The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices. The secretary shall prepare minutes of all meetings of the board and shall authenticate the records of the corporation upon request. The treasurer shall prepare monthly reports for all regular meetings of the board.
Article 6. Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, 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 business.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the corporation and in such manner as from time to time shall be determined by resolution of the board of directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories, as the board of directors shall select.
Article 7. Fiscal Year.
The fiscal year of the Corporation shall be January 1 to December 31.
Article 8. Waiver of Notice
Whenever any notice is required to be given to any member or director of the corporation under the provisions of law or these bylaws, 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.
Article 9. Amendments
These bylaws may be altered or amended by the board of directors at any regular of special meeting of the board; provided, however, that the number of directors shall not be increased or decreased without the prior approval of two-thirds of the board.
Article 10. 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 of directors and committees having and exercising any of the authority of the board of directors. Minutes of board meetings shall be reviewed and approved, and then saved and accessibly archived in both digital and paper formats. Any board member may inspect all books and records of the corporation for any proper purpose at any reasonable time.
Article 11. Dissolution or Sale of Assets
Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c) (3) of the U.S. Internal Revenue code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
Appendix I: Statement of Editorial Standards
Vermont Independent Media, Inc. serves the role of publisher for The Commons, an independent, nonprofit, nonpartisan news organization whose mission is to provide high-quality journalism for Windham County, Vermont as well as neighboring counties in Vermont, Massachusetts, and New Hampshire.
We publish news and analysis by professional journalists and commentary by community members (subject to editorial review) who strive to uphold the highest standards of fairness and accuracy.
Vermont Independent Media adheres to the Society of Professional Journalists’ Code of Ethics, and the Institute for Nonprofit News’ standards for financial transparency and editorial independence.
Specifically, we adhere to:
Vermont Independent Media retains full authority over editorial content to protect the best journalistic and business interests of our organization.
We maintain a firewall between news coverage decisions and sources of all revenue. Acceptance of financial support does not constitute implied or actual endorsement of donors or their products, services or opinions.
We accept gifts, grants and sponsorships from individuals and organizations for the general support of our activities, but our news judgments are made independently of donor support. We do not give supporters the rights to assign, review or edit content.
We are committed to transparency in every aspect of funding our organization.
The Commons does not make its news reports a platform for advocacy, or enable advocates to use its news site as a promotional platform. As a nonpartisan, nonprofit news organization we do not endorse candidates and, under IRS guidelines, should not favor any candidate for public office in coverage or other action.
The Commons serves to advocate for basic human rights, democracy, and the First Amendment, and the right to free speech and a free press.
Vermont Independent Media posts a values statement including its policies on inclusion and equity, and works to reflect and report on the full diversity of the communities it serves.
The Commons strives to uphold the highest standards of accuracy. Still, we will make mistakes; how we deal with errors in our reporting is important to maintaining our integrity and the trust of readers and sources. When we are in error, we will promptly and publicly correct the story.
Sourcing & Attribution
The Commons will try our best to identify all sources, granting individuals anonymity only when it is necessary to do so.
We will also seek to identify relevant affiliations, including VIM Board members, Commons staff, and known biases of our sources as they relate to a story.
We will always make efforts to contact the primary subjects and sources of criticism in our news coverage.
Our journalists will identify themselves as journalists and will not mislead a source to get an interview or a story.
The Commons does not pay for interviews.
Conflicts of Interest
Vermont Independent Media publicly lists its board of directors and makes it easy to find bios for directors, managers, and editorial staff.
The Commons journalists will not work on stories or projects in which they have a unique vested interest, financial or personal. The Commons employees, contractors and interns will not accept any gift from any company, individual or institution that may compromise integrity or impartiality, or may damage credibility.
Editorial employees may moderate panels or speak at events so long as their role is purely journalistic.