The Pittsburgh Public Press is organized exclusively for charitable and educational purposes. The organization’s specific purpose is to provide independent, nonpartisan, and fact-based journalism to the public; to educate the residents of Pittsburgh and Southwestern Pennsylvania on matters of local government, public policy, and social issues; and to foster civic engagement by making vital community information free and accessible to all, thereby lessening the burdens of government and promoting social welfare.
The affairs of the organization shall be managed by a Board of Directors.
The Board shall consist of no fewer than three (3) and no more than [e.g., nine (9)] members.
Directors shall serve [two-year/three-year] terms, which shall be staggered to ensure continuity.
To protect journalistic integrity, no more than [25%] of the Board shall be composed of individuals currently holding elected public office.
An annual meeting shall be held for the election of Directors and officers.
A simple majority of the Directors then in office shall constitute a quorum for the transaction of business.
This is the specific section the IRS looks for on Form 1023.
The purpose of this policy is to protect the Pittsburgh Public Press’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director.
Interested Person: Any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest.
Financial Interest: A person has a financial interest if they have, directly or indirectly, an ownership or investment interest in any entity with which the organization has a transaction, or a compensation arrangement.
Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest to the board.
Determining Whether a Conflict Exists: After disclosure, the interested person shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon.
Procedures for Addressing the Conflict:
The minutes of the board shall contain the names of the persons who disclosed financial interests and the board’s decision as to whether a conflict of interest existed.
This is a "Best Practice" clause specifically for nonprofit newsrooms.
The Board of Directors shall have authority over the business operations and fiscal health of the organization but shall maintain a "firewall" regarding editorial decisions. The Executive Editor/Newsroom Head retains full authority over story selection and reporting content to ensure the Press remains independent of donor or board influence.
Upon the dissolution of the Pittsburgh Public Press, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction, exclusively for such purposes.