Youth Journalism International

BYLAWS OF

YOUTH JOURNALISM INTERNATIONAL A 501(c)(3) NONPROFIT ORGANIZATION (application pending)

These Bylaws contain provisions for the regulation and management of the affairs of the Corporation.

Preamble Youth Journalism International connects teen writers, artists and photographers with peers around the globe, teaches journalism, fosters cross-cultural understanding, and promotes and defends a free youth press. All of its officers, rules and activities should be directed to promote its mission. ARTICLE I - Offices 1.1 Business Office. The principal office of the Corporation shall be located at 33 Griswold Drive, West Hartford, CT 06119. The Corporation may have such other offices, either within or outside Connecticut, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time. 1.2 Registered Office. The registered office of the Corporation may be, but need not be, the same as the principal office, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II - Board of Directors 2.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.

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2.2 Number, Nomination, Election, Tenure, Classification. The Board of Directors shall be comprised of no fewer than three and no more than eleven members, as determined by the Board of Directors from time to time. Any action of the Board to increase or decrease the number of Directors shall constitute an amendment of these Bylaws effecting such increase or decrease. Election of Board members shall require an affirmative vote of the majority of the Board at the annual meeting, or during conference call, or via e-mail or other electronic means. Tenure of service on the Board shall be three years. Each Director shall hold office until his/her term expires and thereafter until his/her successor shall have been elected and qualified, or until his/her earlier death, resignation, or removal. A Director may serve additional terms if a majority of the Board agrees. 2.3 Meetings. A regular meeting of the Board of Directors shall be held at least once a year for the purpose of electing Directors and Officers and for the transaction of such other business as may properly come before the meeting. Generally, the annual meeting will be held at the time and location chosen at least a month in advance by the President after consultation with the Board. In addition, special meetings of the Board may be called by the President with notice given as provided herein. Such meetings may be held totally or partially by telephone or other electronic conference participation. 2.4 Notice. Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each Director at his/her last furnished business or residential address at least one week prior thereto by the mailing of written notice by first class mail; by telephone; or, by electronic mail. The method of notice need not be the same to each Director. 2.5 Quorum and Voting. A majority of the full Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The vote of the majority of Directors, not including any abstaining Directors, present in person or by electronic means at the meeting at which a quorum is present shall be the act of the Board. If less than a quorum is present at a meeting, the Directors who are present may adjourn the meeting without further notice other than an announcement at the meeting, until a quorum shall be present. In case a Director has a conflict of interest and recuses him/herself, this reduces the number of votes needed for a majority, but should not affect an existing quorum. 2.6 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a consent setting forth the action so taken shall be phoned in or e-mailed by a majority of the Directors or Committee members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as an in-person vote of the Directors or Committee members. 2.7 Compensation. Directors shall not receive compensation for their services, except potentially for the reasonable expenses of Directors for attendance at Board meetings or other Corporation needs, as approved by the Board of Directors, and may be reimbursed by the Corporation. Directors shall not be disqualified to receive compensation for services rendered to or for the benefit of the Corporation in any other capacity with approval by the Board, with the Director involved abstaining.

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2.8 Executive and Other Committees. By one or more resolutions, the Board of Directors may designate from among its members an Executive Committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, may exercise all the authority of the Board, except as prohibited by statute. The delegation of authority to any Committee shall not operate to relieve the Board or any member of the Board from any responsibility imposed by law. Rules governing procedures for meetings of any Committee of the Board shall be as established by the Board, or in the absence thereof, by the Committee itself and as provided by statute. 2.9 Resignation. Any Director/Officer may resign at any time by giving written notice to the President or the Secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. 2.10 Removal. Any Director/Officer may be removed, with or without cause, by a majority of all Directors at any time, except as provided in Section 2.11. If said removal causes the Board membership to be less than the minimum prescribed above, the remaining Directors shall elect a replacement Director to fill the position. 2.10.2 Founding Directors. No Founding Director may be removed as a Director unless by unanimous vote of all other Directors. This provision can only be changed by unanimous vote of all Directors. Founding Directors are those serving at the time of the First Corporate annual meeting. 2.11 Replacement/Vacancies. A vacancy on the Board of Directors or in any Office, whether due to death, resignation, removal, disqualification, or otherwise may be filled by the remaining Directors for the unexpired term. 2.12 Qualifications. Candidates to the Youth Journalism International Board of Directors should share the stated goals of the Corporation and commit themselves to promoting its growth and well-being. All are expected to make a personally significant financial contribution annually. ARTICLE III – Officers 3.1 Number and Qualifications. The Officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Board may also elect or appoint such administrative officers, assistant officers or agents as it may consider necessary. No person shall hold more than two of the three positions simultaneously. 3.11 Diversity of Officers. There should be a diverse group of Directors of the Corporation. 3.2 Election and Term of Office. The Officers of the Corporation shall be elected or reelected by the Board of Directors at each regular annual meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon as is convenient thereafter. New offices as outlined in 3.1 above may be created, filled, or dissolved at any meeting of the Board. Each Officer shall hold office until his/her successor shall have been duly elected and qualified, or until his/her earlier death, resignation, or removal. 3.3 Authority and Duties of Officers. The Officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may additionally be specified by the President, the Board of Directors, or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties

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as may be required by law. 3.3.1 President. The President shall preside at all meetings of the Board of Directors, serve as Chair of the Executive Committee, and as an ex officio member of all other Committees of the Board, and perform all other duties incidental to the office of President, and as from time to time may be assigned to him/her by the Board. 3.3.2 Secretary. The Secretary shall: (i) ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (ii) ensure that minutes of the proceedings of the Board of Directors and any Committees of the Board are kept; (iii) ensure that the Corporate Records and Seal of the Corporation are appropriately secured; (iv) when appropriate, attest documents on behalf of the Corporation; and (v) perform all duties incidental to the office and such other duties as from time to time may be assigned to him/her by the Board. Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary or the Board. 3.3.3 Treasurer. The Treasurer shall: (i) be responsible for control of the funds of the Corporation and the custody of all securities owned by the Corporation; (ii) receive monies due and payable to the Corporation from any source and deposit all such monies in the name of the Corporation in the bank holding the Corporate account; and (iii) perform all other duties incidental to the office and such other duties as from time to time may be assigned to him/her by the Board of Directors. Assistant Treasurers, if any, shall have the same powers and duties, subject to supervision by the Treasurer, the President or Board.

ARTICLE IV – Transparency 4.1 Strive to be open. The Corporation shall endeavor to operate fully in the public eye, with its Website and reports disclosing as much of the Corporation’s plans, structure and budget as would be reasonable and prudent. Board minutes and other Corporate records of general interest, including bylaws and minutes of annual meetings, should be available in electronic format for free within a reasonable period after any meetings or after they are approved by directors.

ARTICLE V – Conflicts of interest 5.1 Avoiding conflicts. Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest, and b) withdraw from voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE VI - Miscellaneous 6.1 Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation

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shall be signed by the Treasurer and/or such other office(s) or agent(s) of the Corporation as the Board of Directors may from time to time determine. 6.2 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. 6.3 Fiscal Year. The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December. 6.4 Corporate Seal. The Board of Directors may approve a Corporate Seal, containing the name of the organization. It may be in the form of the Corporate logo, at the Board’s discretion. 6.5 Amendments. The power to alter, amend, or repeal these Bylaws and adopt new Bylaws shall be vested in the Board of Directors. All sections that do not state otherwise may be amended by a majority vote. 6.6 Severability. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provisions were omitted.

ARTICLE VII – Non-Discrimination Policy 7.1 Policy. Youth Journalism International will not engage in discrimination against or harassment of any person employed or seeking employment, or seeking to participate in the charitable services of the organization, on the basis of race, color, national origin, religion, sex, gender identity, pregnancy, physical or mental disability, medical condition (cancer-related or genetic characteristics), ancestry, marital status, age, sexual orientation, citizenship, or status as a veteran. Adopted this 19th day of October, 2009, by unanimous vote of the Board of Directors of Youth Journalism International.

By___________________________