Bylaws

Article I — Name and Organization

Section 1.1 — Name. The name of this organization is the West Virginia Freedom of Information Coalition, hereinafter referred to as “WVFOIC” or “the Coalition.”

Section 1.2 — Non-Partisan Status. WVFOIC is a non-partisan, non-profit organization. It shall not endorse, oppose, or contribute resources to any candidate for public office or any political party.

Section 1.3 — Principal Office. The principal office of the Coalition shall be located in the State of West Virginia, at an address determined by the Board of Directors.

Article II — Purpose

Section 2.1 — Mission. The Coalition’s mission is to promote government transparency and defend the public’s right to know in West Virginia by:

Educating citizens, journalists, public officials, and students about rights and responsibilities under the West Virginia Freedom of Information Act and related open government laws.
Advocating for strong, sensible open records and open meetings laws at the West Virginia Legislature.
Assisting members of the public in exercising their information rights, and where appropriate, supporting legal challenges to unlawful denials.
Monitoring and publicizing government compliance with open records and open meetings requirements.

Section 2.2 — Non-Profit Operation. The Coalition shall operate as a non-profit organization. No part of the net earnings of the Coalition shall inure to the benefit of any private individual, officer, director, or member, except as reasonable compensation for services rendered.

Article III — Membership

Section 3.1 — Eligibility. Membership is open to any individual who supports the mission of WVFOIC and pays applicable dues, if any.

Section 3.2 — Dues. Membership dues, if established, shall be set by the Board of Directors. The Board may create membership tiers, provide for reduced or waived dues in cases of financial hardship, and establish dues for institutional members.

Section 3.3 — Rights of Members. Members in good standing are entitled to vote in elections for the Board of Directors, to attend meetings of the Coalition, and to participate in Coalition activities as provided by these bylaws.

Section 3.4 — Termination. Membership may be terminated for non-payment of dues, resignation, or conduct found by the Board to be inconsistent with the Coalition’s mission or bylaws.

Article IV — Board of Directors

Section 4.1 — Authority. The Board of Directors shall govern the Coalition, establish policy, oversee finances, and direct the work of any staff or contractors.

Section 4.2 — Composition. The Board shall consist of no fewer than three (3) and no more than fifteen (15) directors. The exact number shall be set by resolution of the Board.

Section 4.3 — Election and Terms. Directors shall be elected by the membership at the annual meeting for terms of two (2) years. Terms shall be staggered so that approximately half the Board is elected each year. Directors may serve no more than three (3) consecutive terms without a one-year break.

Section 4.4 — Vacancies. Vacancies on the Board arising between elections may be filled by a majority vote of the remaining directors. A director so appointed shall serve until the next annual election.

Section 4.5 — Removal. A director may be removed, with or without cause, by a two-thirds (2/3) vote of the membership at a meeting called for that purpose, or by a two-thirds vote of the full Board for conduct incompatible with service.

Section 4.6 — Meetings. The Board shall meet at least quarterly. Special meetings may be called by the President or by a majority of the Board. Meetings may be held in person or by teleconference or video conference.

Section 4.7 — Quorum. A majority of the sitting directors shall constitute a quorum for the transaction of business.

Section 4.8 — Compensation. Directors shall serve without compensation. Reasonable out-of-pocket expenses incurred in service to the Coalition may be reimbursed upon approval of the Board.

Article V — Officers

Section 5.1 — Officers. The officers of the Coalition shall be a President, a Vice President, a Secretary, and a Treasurer. The Board may create additional officer positions by resolution.

Section 5.2 — Election and Terms. Officers shall be elected by the Board from among its members at the first meeting following the annual election of directors. Officers shall serve one-year terms and may be re-elected.

Section 5.3 — Duties.

President: Chief executive officer of the Coalition; presides at all meetings of the Board and membership; serves as primary spokesperson.
Vice President: Assists the President; assumes the President’s duties in the President’s absence.
Secretary: Maintains records of Board and membership meetings; maintains the membership roll; handles official correspondence.
Treasurer: Has custody of Coalition funds; maintains financial records; presents financial reports to the Board; ensures timely filing of required reports.

Section 5.4 — Removal. An officer may be removed from office by a two-thirds vote of the full Board whenever the Board determines that the best interests of the Coalition require it.

Article VI — Committees

Section 6.1 — Standing Committees. The Board may establish standing committees to carry out the ongoing work of the Coalition. Possible standing committees include: Education & Outreach, Legislative Affairs, Legal Assistance, and Membership.

Section 6.2 — Special Committees. The President or Board may appoint special or ad hoc committees for specific purposes. Special committees dissolve upon completing their assigned task or by action of the Board.

Section 6.3 — Committee Composition. Committees may include both directors and general members. Each committee shall have a chair appointed by the President and shall report to the Board.

Article VII — Meetings of the Membership

Section 7.1 — Annual Meeting. The Coalition shall hold an annual meeting of the membership for the purpose of electing directors, receiving reports, and transacting such other business as may come before the membership. Notice shall be provided at least thirty (30) days in advance.

Section 7.2 — Special Meetings. Special meetings of the membership may be called by the Board or upon written petition of at least ten percent (10%) of the membership. Notice shall be provided at least ten (10) days in advance.

Section 7.3 — Quorum. Ten percent (10%) of the membership, or fifteen (15) members, whichever is smaller, shall constitute a quorum for the transaction of business at a membership meeting.

Section 7.4 — Voting. Each member in good standing shall have one (1) vote. Proxy voting and absentee/mail voting shall be permitted as determined by the Board.

Article VIII — Finances

Section 8.1 — Fiscal Year. The fiscal year of the Coalition shall begin on January 1 and end on December 31 of each calendar year.

Section 8.2 — Depositories. Funds of the Coalition shall be deposited in financial institutions selected by the Board. Withdrawals shall require the signature of the Treasurer or President, or both if required by Board resolution.

Section 8.3 — Annual Review. The Board shall cause the financial accounts to be reviewed or audited annually by a qualified third party, and shall present a financial report to the membership at the annual meeting.

Section 8.4 — Dissolution. Upon dissolution of the Coalition, after payment of all obligations, the remaining assets shall be distributed to one or more organizations exempt under §501(c)(3) of the Internal Revenue Code that share a commitment to press freedom, open government, or civic education, as determined by the Board.

Article IX — Amendments

Section 9.1 — Proposal. Amendments to these bylaws may be proposed by any director or by written petition of at least ten percent (10%) of the membership.

Section 9.2 — Adoption. Amendments shall be adopted by a two-thirds (2/3) vote of the Board of Directors, provided that at least fourteen (14) days’ written notice of the proposed amendment has been given to all directors.

Section 9.3 — Membership Ratification. Major amendments, including any amendment to Article II (Purpose) or Article IV (Board composition and terms), shall also require ratification by a majority vote of members present at the next annual or special meeting.

Adopted by the Board of Directors on [DATE TO BE DETERMINED].