Adopted as of August 16, 2017
Article I — Name and Purpose
Section 1.1 Name:
The name of the organization shall be NewsTalk New England, Inc. (hereafter “the Corporation”).
Section 1.2 Purpose:
NewsTalk New England is organized exclusively for charitable, educational, and journalistic purposes as a nonprofit, public benefit organization under Section 501(c)(3) of the Internal Revenue Code. Its mission is to provide independent, nonprofit journalism and media content that informs, educates, and empowers the communities of New England, including but not limited to: news, sports, fitness, health, nutrition, education, elections, and travel coverage.
Article II — Offices
The principal office of the Corporation shall be virtual, with mailing, registered agent, or legal address as determined by the Board of Directors. The Corporation may maintain additional virtual or physical offices as deemed necessary.
Article III — Membership
The Corporation shall have no members. Governance shall be vested in the Board of Directors.
Article IV — Board of Directors
Section 4.1 Authority & Responsibilities:
The Board of Directors shall govern the Corporation, ensuring its mission, policies, financial stability, and legal compliance.
Section 4.2 Number and Composition:
The Board shall consist of not fewer than 5 and no more than 15 voting directors, including officers. Board size may be adjusted by resolution of the Board.
Section 4.3 Term of Service:
Directors shall serve staggered three-year terms. Directors may serve consecutive terms.
Section 4.4 Powers:
The Board shall have all powers allowed under state nonprofit law, including:
- Approving budgets and financial reports
- Appointing and evaluating the President/CEO (News Director)
- Amending corporate policies and bylaws
- Overseeing fundraising and development activities
- Ensuring ethical and editorial independence
Section 4.5 Meetings:
The Board shall meet at least quarterly. Special meetings may be called by the Chair or any two Board members with proper notice.
Section 4.6 Quorum:
A majority of directors shall constitute a quorum for conducting business.
Section 4.7 Voting:
Each director shall have one vote. Decisions shall be made by majority vote of those present unless otherwise specified.
Section 4.8 Vacancies:
Vacancies may be filled by Board appointment for the unexpired term.
Section 4.9 Removal:
Directors may be removed for cause by a two-thirds vote of the Board.
Article V — Officers
Section 5.1 Corporate Officers:
The Corporation’s officers shall include:
- President/Chief Executive Officer (CEO) — Also serves as News Director
- Senior Vice President/Chief Operating Officer (COO) — Also serves as Deputy News Director
- Vice President of Sports — Also serves as Sports Director
- Vice President of New York & New Jersey Region — Also serves as New York & New Jersey Regional News Director
- Secretary
- Treasurer
The Board may create additional officer roles as needed.
Section 5.2 Election and Terms:
Officers shall be appointed by the Board and serve at the Board’s pleasure. Terms shall be for one year and renewable.
Section 5.3 Duties of Officers:
- President/CEO / News Director:
- Serves as chief executive and editor-in-chief of the newsroom.
- Leads strategic direction, editorial standards, and overall operations.
- Serves as primary spokesperson for the Corporation.
- Reports to the Board of Directors.
- Sr. Vice President/COO / Deputy News Director:
- Oversees daily newsroom operations and supports editorial leadership.
- Manages internal staff coordination and content production workflows.
- Assists the President/CEO with administrative functions.
- Vice President of Sports / Sports Director:
- Oversees all sports content, including professional, collegiate, high school, and community coverage.
- Ensures accuracy, depth, and integrity of all sports reporting.
- Vice President of New York & New Jersey Region / Regional News Director:
- Oversees all news and coverage for New York and New Jersey operations.
- Coordinates regional assignments, teams, and content strategy for the market.
- Secretary:
- Maintains corporate records, meeting minutes, and official correspondence.
- Treasurer:
- Oversees financial reporting, budgeting, and fiscal compliance.
Article VI — Editorial Independence
The Board of Directors retains authority over corporate governance and finances. All editorial decisions and content are managed independently by the News Director, Deputy News Director, and assigned newsroom staff in accordance with journalistic ethics and the Corporation’s editorial guidelines.
Article VII — Fiscal Year
The fiscal year of the Corporation shall be January 1 through December 31 unless otherwise determined by the Board.
Article VIII — Indemnification
To the fullest extent permitted by law, the Corporation shall indemnify directors, officers, and staff against claims arising from their authorized actions on behalf of the Corporation.
Article IX — Amendments
These Bylaws may be amended by a two-thirds majority vote of the full Board of Directors, provided proper notice is given.
Article X — Dissolution
Upon dissolution, assets shall be distributed for charitable, educational, or journalistic purposes in accordance with IRS regulations for 501(c)(3) organizations, as determined by the Board.