BYLAWS

Portland in the Round

Article I: Purpose

Article 1: PURPOSE

1.1 1.1. This corporation shall be organized and operated exclusively

for charitable, scientific, literary, religious, and educational purposes.
Subject to the limitations stated in the Articles of Incorporation, the
purpose of this corporation shall be to engage in any lawful activities,
none of which are for profit, for which corporations may be organized
under Chapter 65 of the Oregon Revised Statutes (or its corresponding
future provisions) and Section 501 (c) (3) of the Internal Revenue Code
of 1954 (or its corresponding future provisions).

1.2

1.3 1.2 This corporation’s primary purpose shall be to build, carry out and
spread sustainable business models that support independent, audience-friendly local journalism.

1.4

1.5

Article II: Non-membership

Article 2: NO MEMBERS

2.1 2.1 This corporation shall have no members.

2.2

Article III: Board of Directors

Article 3 : BOARD OF DIRECTORS

3.1 3.1. DUTIES. The affairs of the corporation shall be managed by
the Board of Directors. An executive director may be appointed by the Board of Directors to
assist in the management of the corporation and shall serve at the pleasure of the Board.

3.2

3.3 3.2. NUMBER. The number of Directors shall vary between a

minimum of three and a maximum of nine. The number of directors may
be fixed or changed periodically, within the minimum and maximum, by
the Board of Directors.

3.4 3.3. TERM AND ELECTION. Directors willshall be elected at the

Portland in the Round annual meeting in the winter of each year. The term of
office for Directors shall be two years. A Director may be reelected
without limitation on the number of terms she or he may serve. The
board shall elect its own members, except that a Director shall not vote
on that member’s own position.

3.5

3.6 3.4. REMOVAL. Any Director may be removed, with or without

cause, by a vote of two-thirds of the Directors then in office. at a meeting
of the Directors called expressly for that purpose. Any vacancy created
by such removal shall be filled for the unexpired term in respect of such
vacancy by majority vote of the Directors present at such special
meeting or, in the absence of such action at special meeting, by
resolution of the Board of Directors.

3.7 3.5. VACANCIES. Vacancies Except as otherwise provided herein,

vacancies on the Board of Directors and newly created board positions
willDirectorships shall be filled by a majority vote of the Directors then
on the Board of Directors. if Directors. Such appointed directors shall hold
office for the unexpired term in respect of which such vacancy occurred,
or, in the case of a newly created Directorship, until the next election of
Directors following such appointment.

3.8

3.9 3.6. QUORUM AND ACTION. A Quorum at a board meeting shall be

a majority of the number of Directors prescribed by the Board, or if no number is prescribed, a
majority of the number in office immediately before the meeting begins. If a quorum is present,
action is taken by a majority vote of the directors present, except as provided otherwise by these
bylaws. Where the law requires a majority vote of the directors in office to establish committees to
exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular
course of business, to merge, or dissolve, or for other matters, such action is taken by that majority
as required by law.

3.10
3.11 RESIGNATION. Any director may resign by delivering his or her
resignation to the Corporation at its principal office or to the President
or Secretary. The resignation shall be effective on receipt unless it is
specified to be effective at some other time.

3.12 EXECUTIVE DIRECTOR. An executive director may be appointed by

the Board of Directors to assist in the management of the corporation
and shall serve at the pleasure of the Board. He or she shall not be an
officer of the corporation by virtue of his or her designation as the
Executive Director, provided, however, the person serving as Executive
Director may also be elected to any office, and he or she shall exercise
such authority and perform such duties as the Board of Directors may
from time to time assign.

Article 4: COMPENSATION OF DIRECTORS

4.1 COMPENSATION. Directors, as such, shall not receive any stated

salary for their services, but by resolution of the Board, expenses
related to such Directorship may be allowed, including, but not limited
to, expenses of attendance at each regular or special meeting of the
Board of Directors; provided that nothing herein contained shall be
construed to preclude any Director from serving the corporation in any
other capacity and receiving compensation or reimbursement of
expenses therfor.

Article 5: MEETINGS OF THE BOARD OF DIRECTORS

5.1 ANNUAL MEETINGS. The annual meeting of the Board of

Directors shall be held in the fourth quarter of each year or at such time
and place as shall be determined by the Board of Directors.

5.2 3.7. REGULAR MEETINGS. Regular meetings of the Board of

Directors shall be held at a time and place to be determined by the
Board of Directors. Reminders for such meetings shall be delivered to
each Director by telephone or e-mail not less than two days prior to a
regular meeting.

5.3

5.4 3.8. SPECIAL MEETINGS. Special meetings of the Board of

Directors shall be held at the time and place determined by the Board of Directors.may be
called by the President, Executive Director, or 20 percent of the
Directors then in office. Notice of such meetings, describing the date,
time, place, and purpose of the meeting, shall be delivered to each
Director by telephone or e-mail not less than two days prior to a special
meeting.

5.5
5.6 WAIVER OF NOTICE. A Director’s attendance at or participation
in a meeting waives any required notice of the meeting unless the
Director upon arriving at the meeting or prior to the vote on a matter
not in conformity with the law, the Articles, or these Bylaws, objects to
lack of notice and does not vote for or assent to the objected action.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in any
notice or waiver of notice of such meeting.

5.7 QUORUM AND ACTION. At all meetings of the Board of Directors,

a majority of all Directors in office immediately before such meeting
shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board of Directors, unless the action is one upon which, by express
provision of the statutes of the state of Oregon, the Articles of
Incorporation, or these Bylaws, a different vote is required, in which
case such express provision shall govern and control. If a quorum shall
not be present at any meeting of Directors, the Directors present
thereat may adjourn the meeting, from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present.

5.8 3.9. MEETING BY TELECOMMUNICATION. Any regular or special

meeting of the Board of Directors may be held by telephone or
telecommunications in which all Directors participating may hear each
other.

5.9

5.10 3.10. NO SALARY. Directors shall not receive salaries for their board
services, but may be reimbursed for expenses related to board services.

5.11

5.12 3.11. ACTION BY CONSENT. Any action required by law to be

taken at a meeting of the board, or any action which may be taken at a
board meeting, may be taken without a meeting if a consent in writing,
setting forth the action to be taken or so taken, shall be approved by
written statements from all the Directors. and included in the minutes
filed with the corporate records reflecting the action taken. Such action
shall be effective when the last Director signs the consent, unless the
consent specifies a different effective date.
5.13 3.12 PRESUMPTION OF ASSENT. A director who is present at a
meeting of the Board of Directors at which action on any corporate
matter is taken will be presumed to assent to the action, unless the
director's dissent is entered in the minutes of the meeting or unless a
written dissent is filed with the person actin gas the secretarypresiding officer of
the meeting before the adjournment of such meeting or forwarded by
certified or registered mail to the Secretary of the Corporationcorporation
immediately after the adjournment of thesuch meeting. A director who
voted in favor of the action will not have the right to dissent.

5.14 3.13 TRANSACTIONS WITH DIRECTORS.

(a) 3.13.1 Any contract or other transaction between the

Corporationcorporation and one or more of its directors, or between the
corporation and another party in which a director is interested, will be
valid notwithstanding the relationship or interest or the presence of the
director in a meeting of the Board of Directors or a committee if (a) the
material facts of the transaction and the fact of the relationship or
interest is disclosed or known to the Board of Directors or committee
and the Board or committee authorizes, approves or ratifies the contract
or transaction by a vote sufficient for the purpose without counting the
votes of the interest directors; (b) the contract or transaction is
approved by the Attorney General; or (c) the contract or transaction is
approved by the circuit court in an action in which the Attorney General
is joined as a party.

(b) 3.13.2 Common or interested directors may be counted in

determining the presence of a quorum at a meeting of the Board of
Directors or committee which authorizes or ratifies such contract or
transaction; however, a contract or transaction may not be authorized
by a single director.

(c) 3.13.3 None of the provisions of this section will invalidate any
contract or transaction that would otherwise be valid under applicable
law.

(d) 3.14 RESIGNATION. Any director may resign by

delivering his or her resignation to the Corporation at its principal office or to the President or
Secretary. The resignation shall be effective on receipt unless it is specified to be effective at some
other time.

Article IV: Committees

 Article 6: COMMITTEES

6.1 4.1. EXECUTIVE COMMITTEE. The Board of Directors may elect an

Executive Committee. The Executive Committee shall have the power to
make on-going decisions between board meetings and shall have the
power to make financial and budgetary decisions.

6.2

6.3 4.2. OTHER COMMITTEES. The Board of Directors may establish

such other committees as it deems necessary and desirable. Such
committees may exercise functions of the Board of Directors or may be
advisory committees.

6.4

6.5 4.3. COMPOSITION OF COMMITTEES EXERCISING BOARD

FUNCTIONS. Any committee that exercises functions of the Board of
Directors shall be composed of two or more Directors, elected by the
Board of Directors by a majority of the number of Directors prescribed by the Board,
or if no member is prescribed, of all Directors in office at thatthe time of such
election.

6.6

6.7 4.4. QUORUM AND ACTION. A quorum of a Committee meeting

exercising Board functions shall be majority of all Committee members in office immediately before
the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

6.8

6.9 QUORUM AND ACTION. At all meeting of committees, a majority

of the members of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a
majority of the members of the committee present at any meeting at
which there is a quorum shall be the act of the committee, unless the
action is one upon which, by express provision of the statutes of the
state of Oregon, the Articles of Incorporation, the Bylaws, or a
resolution of the Board of Directors, a different vote is required, in
which case such express provision shall govern and control. Provisions
in these bylaws pertaining to meetings of the Board shall also apply to a
committee or committees of the Board of Directors.
6.10 4.5. LIMITATION OF THE POWERS OF COMMITTEES. No Committee
may authorize the payment of a dividend or any part of income or profit
of the corporation to its directors and officers; may approve dissolution,
merger, or sale, pledge, or transfer of all or substantially all of the
corporation’s assets; may elect, appoint, or remove Directors, or fill
vacancies on the board or on any of its committees; nor may adopt,
amend, or repeal Articles, bylaws, or any resolution of the Board of
Directors.

6.11

Article V: Officers
 Article 7: OFFICERS

7.1 5.1. TITLES. The officers of this corporation shall be the Board
Chair, Vice Chair, Treasurer and Secretary. President and Secretary. The Board of
Directors may also elect one or more Vice Presidents, a Treasurer, and
such other officers and agents it shall deem necessary, who shall
exercise such powers and perform such duties as shall be determined
form time to time by the Board of Directors. The compensation of all
officers, if any shall be fixed by the Board of Directors.

7.2 5.2. ELECTIONTERM OF OFFICE. The Board of Directors shall, at

its annual meeting, elect the officers to serve one year termsuntil such next
annual meeting. An officer may be reelected without limitation on the
number of terms an officer may serve. 5.3. VACANCY. A vacancy in an officer's
position shall be filledAny officers may be removed at any time by the Board of
Directors. An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered
unless the notice specifies a future effective date. If the office of any
officers becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors not later than the first regular meeting of the
Board of Directors following the vacancy.

7.3

7.4 5.4. OTHER OFFICERS. The Board of Directors may elect or appoint
other officers, agents, or employees as it shall deem necessary and desirable. They shall hold their
offices for such terms and have such authority and perform such duties as shall be determined by
the Board of Directors.

7.5

7.6 5.5. BOARD CHAIR. The Board Chair shall act as the Chair of the
Board. The Board Chair shall have any other powers and duties as may be prescribed by the Board
of Directors.

7.7

7.8 5.6. VICE CHAIR. The Vice Chair shall act as the Chair of the Board
in the absence of the Board Chair. The Vice Chair shall have any other powers and duties as may be
prescribed by the Board of Directors.

7.9
7.10 5.7. TREASURER. The Treasurer shall have overall responsibility for all
corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a)
authentication of records of the corporation; (b) keeping of full and accurate account of all fiscal
records of the corporation; (c) deposit of all monies and other valuable effects in the name and to
the credit of the corporation in such depositories as may be designated by the Board of Directors; (d)
making financial reports as to the financial condition of the corporation to the Board of Directors;
and (e) any other duties as be prescribed by the Board of Directors. The Treasurer shall not disburse
funds.

7.11

7.12 PRESIDENT. The President shall be the chief executive officer of

the corporation and shall preside at all meetings of the Directors at
which he or she is present. He or she shall perform such duties as the
Board of Directors may prescribe and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

7.13 5.8. SECRETARY. The Secretary shall perform, or cause to be

performed, the following duties: (a) official recording and archiving of
the minutes of all proceedings and actions of the Board of Directors; (b)
provision for notice of all meetings of the Board of Directors; and (c) any
other duties as be prescribed by the Board of Directors.

7.14

Article VI: Corporate Indemnity and Ethics

7.15 VICE CHAIR. The Vice President shall preside at all meetings of
the Directors at which he or she is present, but at which the President is
not present. The Vice Present shall have any other powers and duties as
may be prescribed by the Board of Directors.

7.16 TREASURER. The Treasurer shall be responsible for the

management of corporate funds. The Treasurer shall perform, or cause
to be performed, the following duties: (a) authentication of records of
the corporation; (b) maintaining a full and accurate account of all
financial records of the corporation; (c) deposit of all monies and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors; (d) making
financial reports as to the financial condition of the corporation to the
Board of Directors; and (e) any other duties as be prescribed by the
Board of Directors. The Treasurer is not authorized to disburse or
distribute funds or other assets of the corporation.

Article 8: INDEMNITY

8.1 6.1. INDEMNITY. The Corporation will indemnify its officers and
directorscorporation shall indemnify and hold harmless each director and
officer to the fullest extent allowed by current and future Oregon law. Portland in
the Round agrees to indemnify and hold harmless each Board of Director and its Executive
OfficersOregon law from and against all costs, losses, liabilities, damages,
claims, and expenses (including attorney fees as incurred at trial and on
appeal) arising from actions or interactions taken or omitted in his or
her capacity as a Director and/or Executive DirectorOfficer, including, without
limitation, actions taken or omitted by the Board ChairPresident and/or
Executive Director consistent with these Bylaws and in furtherance of
the business or affairs of Portland in the Roundcorporation. The satisfaction
of any indemnification of the Board of Directors and/or Executiveany Director
underor Officer pursuant to this Section will be from, and limited to,
corporate assets, and the Board of Directors and/or Executiveno Director or Officer
shall not have any personal liability on account thereof.

6.2. FIDUCIARY RESPONSIBILITIES. Members of the Board of Directors pledge to act in good
faith and in the manner in the best interest of the Corporation and its ability to meet the responsibilities
of its mission.

6.3. CONFLICT OF INTEREST. Members of the Board of Directors shall refrain from voting on
issues which carry a clear potential for their personal gain. See Exhibit A for the Corporation's detailed
conflict of interest policy.

6.4. RENUMERATION. Members of the Board of Directors shall receive no pay for services on
Portland in the Round’s Board, but may be reimbursed for allowed expenses that arise from such
service.
 Article VII: Contracts, loans, checks and other instruments

Article 9: CONTRACTS

9.1 7.1. CONTRACTS. The Board of Directors may authorize any

officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

Article VIII: Severability

Article 10: SEVERABILITY

10.1 SEVERABILITY. Any determination that any provision of these

bylaws is for any reason inapplicable, valid, illegal or otherwise
ineffective will not affect or invalidate any other provision of these
bylaws.

Article IX: Amendments to Bylaws

Article 11: AMENDMENTS

11.1 AMENDMENTS. These bylaws may be amended or repealed, and

new bylaws adopted, by the Board of Directors by a majority vote of
directors present, if a quorum is present. Prior to the adoption of the
amendment, each Director shall be given at least two days notice of the
date, time and place of the meeting at which the proposed amendment
is to be considered, and the notice shall state that one of the purposes
of the meeting is to consider a proposed amendment to the bylaws and
shall contain a copy of the proposed amendment.

EXHIBIT A

Portland in the Round conflict of interest policy

Article I: Purpose

Conflict of Interest Policy

 Article 1: PURPOSE

1.1 The purpose of the conflict of interest policy is to protect this tax-
exempt organization's (Portland in the Round's (“Organization”) interest when
it is contemplating entering into a transaction or arrangement that
might benefit the private interest of an officer or director of the
Organization or might result in a possible excess benefit or self-dealing
transaction. This policy is intended to supplement but not replace any
applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.

Article II: Definitions

Article 2: DEFINITIONS

2.1 1. Interested Person: . Any director, principal officer, manager, key employee or member
1/

of a committee with governing board delegated powers, who has a direct or indirect financial
interest, as defined below, is an interested person.

2. Financial Interest: A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which
the Organization has a transaction or arrangement, or

2.2 Financial Interest. A person has a financial interest if the person has, directly or
indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement,

(b) A compensation arrangement with the Organization or with any entity or individual
with which the Organization has a transaction or arrangement, or

(c) A potential ownership or investment interest in, or compensation arrangement with,

any entity or individual with which the Organization is negotiating a transaction or arrangement.

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or
individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who
has a financial interest may have a conflict of interest only if the appropriate governing board or
committee decides that a conflict of interest exists.
Article III: Procedures
 Article 3: PROCEDURES

3.1
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to disclose
all material facts to the directors and members of committees with governing board delegated powers
considering the proposed transaction or arrangement.

3.2 2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial
interest and all material facts, and after any discussion with the interested person, he/she shall leave
the governing board or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a conflict of
interest exists.

3.3 Procedures for Addressing the Conflict of Interest.

(a) An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement involving the possible conflict of interest.

(b) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.

(c) After exercising due diligence, the governing board or committee shall determine
whether the Organization can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
(d)
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether
the Organization can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination it shall make its decision as to whether to
enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted
by the circumstances, the governing board or committee determines the member has failed to
disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.

Article IV: Records of Proceedings

3.4 Violations of the Conflicts of Interest Policy.

(a) If the governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis
for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b) If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the member has
failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary
and corrective action.

Article 4: RECORDS OF PROCEEDINGS

4.1 The minutes of the governing board and all committees with board delegated powers shall
contain:

(a) The minutes of the governing board and all committees with board delegated powers
shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest
in connection with an actual or possible conflict of interest, the nature of the financial interest,
any action taken to determine whether a conflict of interest was present, and the governing
board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.

Article V: Compensation
(b) The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.

Article 5: COMPENSATION

5.1 A voting member of the governing board who receives compensation, directly or indirectly,
from the Organization for services is precluded from voting on matters pertaining to that member's
compensation.

5.2 A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the Organization for services is precluded
from voting on matters pertaining to that member's compensation.

5.3
a. A voting member of the governing board who receives compensation, directly or indirectly,
from the Organization for services is precluded from voting on matters pertaining to that member's
compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Organization for services is precluded from
voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the Organization,
either individually or collectively, is prohibited from providing information to any committee
regarding compensation.

Article VI: Annual Statements

 Article 6: ANNUAL STATEMENTS

6.1 Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:

(a) Has received a copy of the conflicts of interest policy;

(b) Has read and understands the policy;

(c) Has agreed to comply with the policy; and

(d) Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax-exempt
purposes.

Article VII: Periodic Reviews

Article 7: PERIODIC REVIEWS

7.1 To ensure the Organization operates in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm's length bargaining.

(b) To ensure the Organization operates in a manner consistent with charitable purposes
and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews
shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the Organization's written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not result in
inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII: Use of Outside Experts

 Article 8: USE OF OUTSIDE EXPERTS

8.1
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need
not, use outside advisors. If outside experts are used, their use shall not relieve the governing board
of its responsibility for ensuring periodic reviews are conducted.

First review: 2/21/2010

Second draft 3/1/2010
Date Adopted:

Signature by a Corporate Officer:

8.2
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