Public board

Votes

• CEO Appointment Vote

  This vote is to decide to appoint Carl Gilliam as CEO of Appleseed News Inc. 
  Salary to be determined at a later date, when Appleseed News Inc. has the ability to pay a salary; until then, Carl Gilliam will perform the function of CEO at no charge.

  I, Carl Gilliam, will not be voting due to a conflict of interest.

  Yes

  0

  No

  0

  Abstain

  0

• By Laws Vote

  We need to vote to adopt these bylaws. We will also have to vote any time the bylaws are edited, added, or deleted.

  

  Bylaws of Appleseed News Inc.

  ARTICLE I — Name, Offices, and Purpose
  Section 1. Name
  The name of the Corporation shall be Appleseed News Inc. (“the Corporation”).

  Section 2. Principal Office
  The principal office of the Corporation is 630 Oak St Lot 39, Mansfield, Ohio 44907. The Corporation may have additional offices as determined by the Board.

  Section 3. Purpose
  The Corporation is organized exclusively for charitable, educational, and journalistic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its mission is to educate and inform the community through accurate, unbiased, fact-based, and independent journalism, free from external influence or pressure.

  Section 4. Nonprofit Character
  The Corporation shall not operate for profit. No part of its net earnings shall inure to the benefit of any private individual. The Corporation shall not engage in prohibited political or legislative activity under the Internal Revenue Code.

  ARTICLE II — Membership
  Section 1. Membership
  The Corporation shall not have voting members. All authority and governance powers are vested in the Board of Directors.

  Section 2. Community Input
  The Corporation may regularly solicit advice, feedback, and opinions from readers and the public as advisory input only.

  ARTICLE III — Board of Directors
  Section 1. Authority
  The Board of Directors is the governing body of the Corporation and shall supervise, control, and direct the affairs of the organization.

  Section 2. Number of Directors
  The Board shall consist of no fewer than three (3) Directors. The exact number may be changed by Board resolution.

  Section 3. Qualifications
  Directors must support the mission of the Corporation and act in its best interests.

  Section 4. Election and Term of Office
  Directors shall be elected by a majority vote of the Board. Terms shall be three (3) years and may be renewed once consecutively. Terms should be staggered.

  Section 5. Resignation
  A Director may resign at any time by written notice.

  Section 6. Removal
  A Director may be removed, with or without cause, by majority vote of the remaining Directors.

  Section 7. Vacancies
  Vacancies shall be filled by majority vote for the remainder of the term.

  ARTICLE IV — Officers
  Section 1. Officers
  The officers shall be President (or Chair), Vice President, Secretary, and Treasurer. Roles may be combined if necessary.

  Section 2. Election and Terms
  Officers shall be elected annually and may serve unlimited terms.

  Section 3. Duties
  President: Leads the Board, presides over meetings.
  Vice President: Acts in the President’s absence.
  Secretary: Maintains minutes and corporate records.
  Treasurer: Oversees financial reporting.

  ARTICLE V — Meetings
  Section 1. Annual Meeting
  An Annual Meeting shall be held each year.

  Section 2. Regular Meetings
  Regular meetings shall be held quarterly or as needed.

  Section 3. Special Meetings
  Special meetings may be called by the President or any two Directors.

  Section 4. Quorum and Voting
  A majority of Directors constitutes a quorum. Votes shall be conducted using the Appleseed News custom Directors’ Voting System on appleseednews.com. Results shall be publicly viewable. A motion passes by majority vote.

  Section 5. Electronic Meetings
  Meetings may be held electronically with full participation.

  ARTICLE VI — Committees
  No standing committees exist at this time. The Board may create committees in the future. The Corporation may consult readers for advisory input.

  ARTICLE VII — Conflict of Interest Policy
  The Corporation shall maintain a Conflict of Interest Policy to ensure that Directors, officers, and key personnel act in the best interests of the organization and avoid improper personal benefit.
  The official Conflict of Interest Policy is maintained and publicly available on the Corporation’s website. All Directors and officers are required to review and comply with this policy.
  In the event of any conflict between the published policy and these bylaws, the Board of Directors shall have the authority to interpret and enforce the applicable provisions consistent with state and federal law.

  ARTICLE VIII — Indemnification
  The Corporation shall indemnify its Directors, officers, employees, and agents to the fullest extent permitted by law.

  ARTICLE IX — Fiscal Administration
  Section 1. Fiscal Year
  The fiscal year is January 1–December 31.

  Section 2. Financial Controls
  The Board shall ensure proper internal controls and compliance.

  Section 3. Contracts and Instruments
  The Board may authorize officers to enter into contracts on behalf of the Corporation.

  Section 4. Audit or Review
  The Board shall conduct an annual financial review or audit as appropriate.

  ARTICLE X — Dissolution
  Upon dissolution, assets shall be distributed to a 501(c)(3) organization with a similar mission.

  ARTICLE XI — Amendment of Bylaws
  These bylaws may be amended by majority vote with seven (7) days’ advance notice.

  Certification
  Adopted by the Board of Directors on: ______________________

  President/Chair: ______________________

  Secretary: ___________________________

  Treasurer: ___________________________

  Yes

  0

  No

  0

  Abstain

  0

• Test

  Testing the voting system

  Yes

  1

  No

  0

  Abstain

  0