By-laws of the William Allen White Foundation, Inc.

ARTICLE I – NAME 

The name of the Corporation shall be the William Allen White Foundation, Inc. (hereinafter referred to as the “Corporation”), a not-for-profit corporation under the laws of the State of Kansas. 

ARTICLE II – MISSION 

The mission of the William Allen White Foundation is threefold: to further the ideals of William Allen White; to support journalism education at the University of Kansas; and to promote excellence in national and regional journalism and mass communications. 

ARTICLE III – MEMBERSHIP 

SECTION I. Members. The Corporation shall have one class of members which will consist of its Board of Trustees. 

SECTION II. Elections. Members are any person elected to the Board of Trustees by a vote of the Board of Trustees. 

ARTICLE IV – BOARD OF TRUSTEES 

SECTION I. General Duties and Powers. The affairs of the Corporation shall be directed by a Board of Trustees. A vote of the Trustees shall be required to constitute an act of the Corporation in the following matters: 

  1. Adoption of an Annual Budget 
  2. Authorization of expenditures from the Corporation’s Endowed Account, defined as the Corporation’s long term investment account. . 
  3. Changes to the By-Laws of the Corporation 
  4. Changes to the Mission of the Corporation 
  5. Setting Dues 
  6. Election of Trustees 
  7. Election of Officers 
  8. Adjournment of Annual Meetings 

SECTION II. How Constituted. The Board of Trustees shall consist of not less than nine, nor more than one hundred Trustees in number. The Term of service for a Trustee shall be five years. Trustees may be re-elected, provided they meet the criteria set out in Section IV below. At its option, the Executive Committee (defined below) may from time to time increase or decrease the number of Trustees on the Board as may be expedient, in keeping with the limit of not less than nine, nor more than one hundred Trustees in service at any time. At regular intervals the Executive Committee shall review the composition of the Board and the qualifications of each Trustee as provided in this ARTICLE, SECTION III. 

SECTION III. Nomination. Any Trustee may nominate a candidate for membership on the Board of Trustees. Such nominees shall be considered by the Executive Committee on the basis of the nominee’s adherence to the Mission of the Foundation, with preference given to nominees active in the field of journalism or mass communication on a full-time basis at the time of nomination. The names of all people nominated by Trustees and recommended by the Executive Committee shall be voted on by the Board of Trustees. 

SECTION IV. Renomination. A Trustee may be renominated every five years, provided that during the Trustee’s previous Term, the Trustee has contributed the annual minimum required Dues and has met at least one of the following two criteria: 

1. The Trustee is active in the field of journalism or mass communications on a full-time basis at the time of re-nomination. 

2. The Trustee has attended at least three of the Annual Meetings that have taken place during the Trustee’s Term. In the event of extraordinary circumstances that prevent a Trustee from attending three Annual Meetings, active committee work or office-holding during at least two years of the Term shall be considered as fulfilling this criterion. 

SECTION V. Resignation. Any Trustee may resign by giving written notice to the President. Such resignation shall take effect at the time specified in the notice or at the end of the Trustee’s current Term, whichever occurs first. Unless otherwise specified in the notice, acceptance thereof shall not be necessary to make the resignation effective. 3 

SECTION VI. Vacancies. Any vacancy on the Board of Trustees may be filled by a vote of the Board of Trustees, but filling such vacancies shall not be required as long as the Board consists of at least nine Trustees. 

SECTION VII. Honorary Members. At its option, the Executive Committee may name as “Honorary Trustees” and “Executive Committee Member Emeritus,” persons it deems appropriate to further the business of the Corporation. Honorary Trustees and Executive Committee Members Emeritus may be invited to Annual Meetings, but shall not be required to pay dues and shall not have a vote. 

SECTION VIII. Inactive Trustees. At its option, the Executive Committee may name as “Inactive Trustees” persons who are prevented from regular attendance and/or from paying the minimum required Dues because of extenuating circumstances. No Member may remain inactive for more than three years. After three years, the Trustee must return to active status or give up membership. 

SECTION IX. Dues. Trustees shall be required each year to contribute minimum dues. Dues shall be set from time to time by a vote of the Board of Trustees. 

SECTION X. Place of Meetings. The Board of Trustees may hold its meetings at the principal place of business of the Corporation in Lawrence, Douglas County, Kansas, or at such other place or places as the President or the Executive Committee may from time to time determine. In circumstances that make physical meetings difficult or impossible, the President or the Executive Committee may call for any meeting to take place by any form of electronic conferencing or may call for a vote via electronic or paper balloting. A Trustee’s participation in such conferencing or balloting shall be considered “attendance” by the Trustee. 

SECTION XI. Notices. Any notice required to be given to the Board of Trustees shall be given by delivering a written notice to each Trustee, either by first class mail to the Trustee’s last known mailing address or by email to the Trustee’s last known email address, or by such other electronic means as may come into common use in the future. 

SECTION XII. Annual Meeting. An Annual Meeting of the Board of Trustees shall be held at a time, place and in a manner to be determined each year by the President. Notice of the Annual Meeting shall be given to each Trustee at least ten days before the day on which the Annual Meeting is to be held. 4 

SECTION XIII. Special Meetings. When necessary or appropriate to further the business of the Corporation, the President, the Executive Committee or any group of nine or more Trustees may hold Special Meetings in times between Annual Meetings. Notice of Special Meetings shall be given to each Trustee at least three days before the day on which the Special Meeting is to be held. 

SECTION XIV. Organization. The Chair (defined below) shall preside at all meetings of the Board of Trustees, and in the Chair’s absence the Vice Chair (defined below) shall preside. 

SECTION XV. Quorum and Manner of Acting. Five of the Trustees (including Trustees who are members of the Executive Committee) at the time of any meeting of the Board of Trustees shall constitute a quorum for such meeting. The vote of a majority of the Trustees in attendance at any meeting at which a quorum is present shall be an act of the Board of Trustees. All Trustees shall be notified of acts of the Board by distribution of the minutes of the meeting where such act was instituted. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting. No notice of any adjourned meeting need be given. 

ARTICLE V – EXECUTIVE COMMITTEE AND OFFICERS 

SECTION I. General Duties and Powers. The Executive Committee is authorized to manage the affairs of the Corporation and to transact business on behalf of the Corporation, provided that such business does not require a vote of the Trustees as set out in ARTICLE IV, SECTION I. A majority vote of the Executive Committee shall be required to constitute an act of the Executive Committee. The Executive Committee shall notify Trustees of acts of the Executive Committee, either at the Annual Meeting or in a notice to all Trustees. 

SECTION II. Specific Duties and Powers of the Executive Committee. 

  1. Authorize any Officer or Officers, Trustee or Trustees, agent or agents of the Corporation to enter into contracts and/or execute and deliver instruments and/or make expenditures from the Corporation’s Expendable Account(defined below) in the name of the Corporation, provided that such expenditures are either specified in the Annual Budget or would further the purposes of ongoing activities of the Corporation. The Expendable Account is defined as all monies of the Corporation not held in the Endowed Account. No Officer, Trustee or agent shall have any authority to bind the Corporation by any contract or instrument or to pledge its assets or credit or to render it liable for any purpose or to any amount except as expressly authorized in these By Laws. 
  2. Work with the President to draft an Annual Budget for presentation to and vote by the Trustees at the Annual Meeting. 
  3. At its option, request an audit of the Corporation’s financial practices and produce a report to the Board. 
  4. At its option, call for a vote of the Board of Trustees on matters that arise between Annual Meetings. 

SECTION III. Composition. The Executive Committee consists of the principal officers of the Corporation, who are the President, the Chair, the Vice Chair, and the Secretary. The President shall be the Dean of the University of Kansas William Allen White School of Journalism and Mass Communications. The Chair, Vice Chair and Secretary shall be elected from the membership of the Board of Trustees. Other subordinate officers may be appointed by the Executive Committee or the Board of Trustees as may be expedient. 

SECTION IV. Election, Terms, Vacancies. The Chair, Vice Chair and Secretary shall be elected by a vote of the Board of Trustees and shall each hold office for a Term of two years, and shall each succeed each other up through those ranks. Terms shall begin at adjournment of the Annual Meeting in even numbered years and run through adjournment of the Annual Meeting in the next succeeding even number year, and until the Officer’s successor shall be duly elected. A vacancy in any office may be filled for the unexpired portion of the Term in the manner prescribed by these by-laws for election to such office or by emergency vote of the Executive Committee. 

SECTION V. President. The President shall perform all customary functions of the chief operating officer of the Corporation and such other duties as may from time to time be assigned to the President by the Board of Trustees or the Executive Committee. The President shall have day-to-day supervision over the business and affairs of the Corporation and shall see that the books, reports, statements, certificates and all other documents and all other records required by law are properly kept and filed. The President shall make presentations to the Board of Trustees at each Annual Meeting with a report on the Annual Budget and an update on University of Kansas School of Journalism news. The President shall provide the Executive Committee with copies of any financial reports issued by the Treasurer or the Fiscal Agent. 

SECTION VI. Chair. The Chair shall be the lead elected officer of the Executive Committee and preside over meetings of the Executive Committee and the Annual Meeting. The Chair acts as chief advisor to the President and to the Board of Trustees and shall have general supervision of the business and affairs of the Corporation. 

SECTION VII. Vice Chair. At the request of the Chair or in the Chair’s absence or disability, the Vice Chair shall perform all of the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform other duties as may from time to time be assigned by the Board of Trustees, the President or the Executive Committee. 

SECTION VIII. Secretary. The Secretary shall perform all customary functions of the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Trustees, the President or the Executive Committee. The Secretary shall cause minutes of the meetings of the Board of Trustees to be kept, distributed and preserved. The Secretary shall cause all notices to be given in accordance with ARTICLE IV, SECTION XII. 

ARTICLE VI – OTHER COMMITTEES 

The President, the Executive Committee or the Board of Trustees may appoint such other committees as it deems expedient to administer the affairs of the Corporation. 

ARTICLE VII – FISCAL AGENT 

SECTION I. Fiscal Agent. The University of Kansas Controller acts as the Corporation’s Fiscal Agent, responsible for all incoming and outgoing monies of the Corporation. The Fiscal Agent shall exhibit at all reasonable times the books of accounting and records to any of the Trustees, the President and/or the Executive Committee upon application. The budget year of the Corporation shall match the fiscal year of the University. 

SECTION II. Treasurer. The University of Kansas Controller also acts as the Corporation’s Treasurer but has no vote on any Corporation business. The Treasurer shall keep the books of the Corporation and perform other customary functions and duties as from time to time may be requested by the President or the Executive Committee. The Treasurer shall ensure that a full report of the financial activities of the Corporation is presented to the Board of Trustees at the Annual Meeting. The Treasurer shall also provide a financial report to the President at the mid- and end-points of each fiscal year. 

Section III. Written Instruments. The Fiscal Agent is hereby authorized to sign, execute and deliver any instrument in the name of and on behalf of the Corporation that is in furtherance of the Fiscal Agent’s duties set out in these By Laws. 

ARTICLE VIII - AMENDMENTS 

All By-Laws of the Corporation shall be subject to alteration, repeal and amendment. New By-Laws may be adopted by a majority vote of a quorum of the Board of Trustees at any Annual or Special Meeting of the Board of Trustees; provided, however, that notice of such vote shall be given to the Trustees in writing, at least thirty days prior to any such Annual or Special meeting, at which time consideration will be given to adoption of such new By-laws. 

(Revised: March 2024)