Ethics and Bylaws
The Raleigh Public Record strives to produce non-partisan information and news. That means we report news and stories not based upon the interests or policies of a political or religious viewpoint.
We are also a member of the North Carolina Center for Nonprofits.
Code of Ethics
We follow the SPJ Code of Ethics. Members of the Society of Professional Journalists believe that public enlightenment is the forerunner of justice and the foundation of democracy. The duty of the journalist is to further those ends by seeking truth and providing a fair and comprehensive account of events and issues. Conscientious journalists from all media and specialties strive to serve the public with thoroughness and honesty. Professional integrity is the cornerstone of a journalist’s credibility. Members of the Society share a dedication to ethical behavior and adopt this code to declare the Society’s principles and standards of practice.
Record Board of Directors Bylaws
Article I – Organization
- The organization shall be a non-profit organization and shall be called Raleigh Public Record (hereinafter, the “Organization”).
- The principal office and registered agent of the Organization shall be located at 817 Hillsborough Street Apt. E203, Raleigh. North Carolina 27605. The Organization may have such other offices as may be designated by the Board of Directors, or as shall be appropriate or necessary for the conduct of the affairs of the Organization.
- The Organization has been formed to promote and provide community journalism in the City of Raleigh, North Carolina. The Organization, which has been organized under the Non-Profit Corporation Act of North Carolina, shall operate exclusively for charitable purposes and in a manner consistent with Chapter 55A of the General Statutes of North Carolina and Section 501(c)(3) or successor provisions of the Internal Revenue Code.
Article II – Membership
1. The Organization shall have no membership.
Article III – Board of Directors
1. Duties and Authority:
a. The Board of Directors shall have the control and management of the affairs and business of this Organization.
b. The Board shall have all of the legal and professional duties allowed under the laws of the State of North Carolina.
c. The Board shall act in the name of the Organization only when it has been convened by the designated Chair after due notice to all of the directors of such meeting.
d. All directors must respond to communications from the organization within a reasonable amount of time.
e. The Board of Directors shall appoint the officers of the organization.
f. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
g. The Board of Directors is responsible for overall policy and direction of the Organization and delegates responsibility for day-to-day operations, editorial decisions and hiring decisions exclusive of the Executive Staff positions, to the Organization’s staff. Specific powers of the Board of Directors include but are not limited to:
i. Defining the mission, goals, and objectives of the Organization.
ii. Selecting the Organization’s Executive Staff, which is to consist of two co-equal positions, the Editor and the Development Director, and reviewing their performance on an annual basis.
iii. Reviewing and approving the Organization’s budget.
iv. Raising the financial resources required to meet the Organization’s goals and objectives, as coordinated by the Executive Staff and establishing general fundraising policies; and
v. Reviewing and evaluating every three (3) years the goals and objectives of the Organization.
i. The Board of Directors shall consist of between three (3) and eleven (11) persons.B. Appointment
i. New directors shall be appointed by a two-thirds (2/3) vote of directors present at a duly constituted meeting of the Board of Directors.
i. The Founding Members of the Board as of the date of these bylaws will serve for an indefinite term. After the resignation of a Founding Board member, each subsequent director shall serve for a two (2) year term. Except as provided otherwise in these bylaws, the term shall begin at the meeting following appointment. Each director shall hold office until his/her term expires, death, resignation, removal, disqualification, or his/her successor has been appointed.
ii. No director may serve more than six (6) consecutive years. After a one (1) year hiatus, a previous director may serve again.
iii. Any director may resign at any time by giving written notice to the Board. The resignation takes effect upon receipt of notice or at a later date as specified in the notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.D. Removal
i. A director may be removed for cause by two-thirds (2/3) vote of the Board of Directors.
Article IV – Meetings
1. Regular Meetings:
i. The Board of Directors meetings shall be held at least quarterly at a date and time chosen by the Directors
i. Notice for a regular meeting must be provided at least fourteen (14) days prior to the scheduled time.
ii. Notice shall include the time and place of the meeting.
2. Special Meetings:
i. A special meeting may be called only by three (3) or more directors who deem it to be in the best interest of the Organization.
i. Notice of such meetings shall be sent at least forty-eight (48) hours before the scheduled time.
ii. Such notice shall state the reason for the meeting, the business to be transacted at the meeting, the time and place of the meeting, and who called the meeting.
C. No other business but that specified in the notice may be conducted at the special meeting unless by unanimous consent of all of those present at the meeting.
3. Waiver of Notice:
A. Any director may waive notice of any meeting.
B. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
A. Participation in meetings may be by teleconference or other suitable substitute in lieu of an actual meeting.
5. Action without a meeting:
A. Except as otherwise provided in Article XV of these bylaws, the Board may take action without a meeting on the condition of unanimous written consent. Consent over email shall constitute written consent for the purposes of these bylaws.
A. If a director anticipates being absent from a meeting of the Board of Directors, the individual will contact the Chair of the Board as to the reason, forty-eight (48) hours prior to the meeting if possible. If a Board member is absent for one half (50%) of the regular Board meetings without proper notification, the Board member will be deemed to have resigned and the position declared vacant.
Article V – Quorum
- One half (50%) of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, except that if the number of Directors then in office is four (4) or fewer, then three (3) directors shall constitute a quorum.
- Except as otherwise provided in these bylaws, the act of the majority (51%) of the directors present at a meeting of which a quorum is present shall be the act of the Board of Directors.
- If at any meeting of the Board of Directors, there is less than a quorum present, a majority (51%) of those present may adjourn the meeting, without further notice, until a quorum is established.
Article VI – Voting
1. Voting Methods:
A. At all meetings, including for the election of officers and directors, all votes shall be by voice.
B. At any regular or special meeting, if a majority (51%) of the Board so requires, any question may be voted on by anonymous ballot.
2. Special Voting:
A. The following matters shall require a two-thirds (2/3) vote
i. Dissolution of the organization,
ii. Amendments to the bylaws,
iii. Removal of officers, and
iv. Appointment and removal of directors.
3. Each director shall have one (1) vote, except in the case of a tie in which instance the Chair of the Board will serve as the tie-breaker.
4. No director may vote by proxy.
5. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof shall forward such dissent by registered mail to the secretary of the Organization immediately after the meeting. Such right to dissent shall not apply to directors who voted in favor of such action.
Article VII – Officers
- The Organization shall operate with only the Chair and Secretary board officer positions and shall rotate these same positions among directors until such time as the Board designates the initial officers. The initial officers shall be as follows:
- Any two offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.
- The Board of Directors may create new officers pursuant to Article XVII of these bylaws.
- The Chair shall perform the following duties and responsibilities
a. Chair the meetings of the Board of Directors;
b. Appoint the chairpersons of all Board committees and serve as liaison among the Organization’s Board, its committees, and the staff;
c. Maintain liaison as needed with foundations supporting the Organization and other potential funding sources;
d. Facilitate and coordinate the Board’s discharge of its responsibilities as set forth in the bylaws and by Board resolutions; and
e. Such other responsibilities as provided in the Organization’s bylaws or as directed by the Board.
- The Vice-Chair shall perform the following duties and responsibilities:
a. Be knowledgeable of all the duties and responsibilities of the Chair;
b. Exercise the powers of the Chair during that officer’s absence or inability to act; and
c. Such other responsibilities as provided in the Organization’s bylaws or as directed by the Board.
6. The Secretary shall perform the following duties and responsibilities:
a. Keep the minutes and records of the Board of Directors and Executive Committee, including all votes and resolutions adopted; and
b. Such other responsibilities as provided in the Organization’s bylaws or as directed by the Board.
7. The Treasurer shall perform the following duties and responsibilities:
a. In conjunction with the Executive Staff, provide reports the Organization’s receipts, disbursements, liabilities, assets, and available funds to the Board of Directors at regularly scheduled meetings, and make financial information available to the Board of Directors and the public;
b. Prepare or cause to be prepared a true statement of the Organization’s assets and liabilities within a reasonable time after the close of each fiscal year; and
c. Such other responsibilities as provided in the Organization’s bylaws or as directed by the Board.
A. Officers shall be elected by the Board of Directors by majority (51%) vote at regular meetings of the Board of Directors, or in case of a vacancy, as soon as possible thereafter.
B. Terms for officers:
i. Each officer shall serve for a two (2) year term.
ii. No officer may serve a consecutive term in the same position.
iii. An officer may be re-elected to the same position only after the passing of at least one full year from the expiration of his/her previous term in that position.
C. Removal of Officers
i. An officer may be removed for cause by a two-thirds (2/3) vote of the Board of Directors
i. Vacancies shall be filled by a simple majority (51%) vote of the members of the Board of Directors
9. Other Officers:
A. The duties and the terms of office of any other officer appointed pursuant to Section 3 of this Article shall be specified by the Board of Directors.
10. Compensation of Officers and Directors
A. No officer or director who is a member of the Board of Directors may receive any compensation, except as reimbursement for actual disbursements expended on behalf of or in service to the Organization and according to policies authorized by the Board of Directors.
Article VIII – Committees
A. The Board of Directors may establish one or more committees or an advisory board of this Organization.
B. The Chair of the Board shall appoint the chairpersons of all committees of the Board
C. If an Executive Committee is created, it shall be composed of directors, shall at least include officers of the Board, and shall have of powers and authority as directed by the Board of Directors.
2. Duration and Duties:
A. The duration of the committee and the term of the committee members shall be determined upon the committee’s creation by a majority vote of the Board of Directors.
B. The designation of any committee and delegation thereto of authority shall not relieve the Board of Directors, or any member of the Board, of any responsibility or liability imposed upon it by him or her by law.
C. A majority of any committee, if the committee is composed of more than two (2) members, may determine its action and fix the time and place of its meetings, unless the Board of Directors shall provide otherwise.
Article IX – Activities of the Organization
- No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of the any candidate for public office.
- Notwithstanding any provision of these articles, the Organization shall not carry on any other activities not permitted to be carried on (a) by an Organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code) or (b) by an Organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1974 as amended (or the corresponding provisions of any future United States Internal Revenue Code).
Article X – Indemnification
- General Policy:
A. Every member of the Board of Directors, officer, or employee of the organization, will be indemnified by the Organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer, or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she or he may be involved by reason of her or his being or having been a member of the Board, officer, or employee of the Organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his or her duties.B. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights that such member of the Board, officer, or employee is entitled.
2. Use of Corporate Funds:
A. The corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of the funds of the corporation for indemnification or for purchase and maintenance of insurance for the benefit of the persons designated in Section I of this Article shall be deemed a proper expense of the Organization.
B. Any person who is either indemnified or is advanced funds by the Organization under the Article shall promptly refund to the Organization any such funds upon a final determination that such person did not act in good faith while representing the Organization.
Article XI – Confidential Reporting of Suspected Misconduct or Malfeasance
- Any employee, board member, or volunteer who suspects that any employee, board member, or volunteer has conducted a financial impropriety or misused the Organization’s resources – including funds, materials, or staff time – is encouraged to communicate this to his or her supervisor or to the Board Chair, Board Vice-Chair, or Executive Staff.
- If the suspected impropriety is by a board member, the report should be made to the Executive Staff (if the reporter is an employee or volunteer) or to the Board Chair or officer of the Board (if the reporter is a board member).
- If a board member suspects an impropriety by an Executive Staff member, the report should be made to the Board Chair.
- The report can be made verbally or in writing. Information about who reported the potential abuse will be kept confidential.
- The organization and its officers, board members, employees, and volunteers are prohibited from taking any retaliation either directly or indirectly against the person who has disclosed and reported the suspected impropriety or misuse of resources.
Article XII – Confidentiality
- The directors and employees of the Organization may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with the Organization to any person, including relatives, friends, and business and professional associates, other than to persons who have a legitimate need for such information and to whom the Organization has authorized disclosure.
- “Confidential Information” shall be deemed to include any information in whatever form regarding personnel, as well as market and readership analyses, business plans, any information that could be used to identify a source requesting confidentiality, and information obtained by the Organization in furtherance of a story that has not been published. Except in the instances set forth in sentence 1 of this Paragraph 2, confidential information shall not be deemed to include deliberations and decisions by the Organization’s board and staff.
- Directors and employees shall use confidential information solely for the purpose of performing services as a director or employee for the organization. This policy is not intended to prevent disclosure where disclosure is required by law.
- Directors and employees must exercise good judgment and care at all times to avoid unauthorized or improper disclosures of confidential information. Conversations in public places, such as restaurants, elevators, and airplanes, should be limited to matters that do not pertain to information of a sensitive or confidential nature. In addition, directors and employees should be sensitive to the risk of inadvertent disclosure and should for example, refrain from leaving confidential information on desks or otherwise in plain view and refrain from the use of speaker phones to discuss confidential information if the conversation could be heard by unauthorized persons.
- At the end of a director’s term in office or upon the termination of an employee’s employment, he or she shall return, at the request of the organization, all documents, papers, and other materials, regardless of medium, which may contain or be derived from confidential information, in his or her possession.
Article XIII – General Provisions
1. Corporate Seal:
A. The official seal of the Organization shall have inscribed thereon the name of the Organization.
B. The official seal shall also contain such other words or figures as the Board of Directors may determine.
C. The official seal may be used by placing, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.
A. All checks, drafts, or orders for the payment of money shall be signed by the officer or officers or other individuals that the Board of Directors may designate.
A. No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issues in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to a specific instance.
4. Fiscal Year:
A. The fiscal year of the Organization shall be the twelve (12) month period ending December 31.
Article XIV – Dissolution and Distribution of Assets
1. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the Organization in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Board of Directors shall determine, or to federal, state, or local governments to be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.
Article XV – Amendments
1. These bylaws may be amended, repealed, added to by an affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors, provided that notice of the meeting shall have been given which states the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment. Such notice may be waived as provided in these bylaws.
2. These bylaws may be amended by mail ballot upon the affirmative vote of two-thirds (2/3) of the members of the Board of Directors. In the case of the amendment by mail ballot, the notice of vote shall include a description of the proposed amendment and a statement as to its effect and purpose.