Blueprint-form
Contents
NOTES ON THE CORPORATE
STRUCTURE, OWNERSHIP AND GOVERNANCE
OF THE JOURNALISM TRUST ASSOCIATION
(working draft, Wed., Oct. 21, 2009 – Bill Densmore)
A. Formation
This document describes the corporate form, ownership and governance and ownership of The Journalism Trust Association and its for-profit CircLabs Inc./Circulate(tm) service.
Mission
The mission of the JTA is to sustain and advance the values and purposes of independent journalism in and for participatory democracies worldwide and to own, operate or license products and services related thereto.
Dissolution
JTA is a non-stock association. It is owned by its membership, whose interests may not be divided or sold except pursuant to the bylaws and whose assets, upon dissolution shall be contributed to charitable or education institutions in furtherance of journalism in conformance with the laws of its state or incorporation.
Business Location
Until at least 2020, JTA shall have as its principal place of business any location in the United States of America. At least until then, it’s principal place of business shall be Columbia, Mo., at the Donald W. Reynolds Journalism Institute, or a U.S. location otherwise approved by the Reynolds Journalism Institute.
B. Membership
Any individual may apply to join the Journalism Trust Association upon payment of annual dues established by the Board of Directors and approval of their membership application by the Board of Directors. Membership may be withheld by the board in its discretion for any lawful reason. Members shall be entitled to attend and vote at any Annual or Special meeting called by the Board of Directors or by petition of at least one-third of the membership. The names, membership class citizenship and mailing addresses of each and all members shall be public and available to all members. The JTA shall at least annually prominently publish to the public the names of all members and their classes, along with aggregate information about the change in size and composition of each class.
Establishing dues
Until 2012, changes in dues and any changes in the privileges and benefits of membership shall be approved by a two-thirds vote of directors then voting at a duly called meeting.
After 2011, changes in dues and any changes in the privileges and benefits of membership shall be approved by a two-thirds vote of members then voting at an annual or special meeting called with at least 90 days public notice by mail or otherwise.
Member classes
No entity shall be admitted to or removed from any class of membership in the JTA other than by a two-thirds vote of Board of Directors voting at a duly called board meeting.
There shall be the following classes of membership:
Class A – Founding Members
The table at right sets fourth seven classes of membership, the maximum number of board seats allocated to each, and the initial and permanent terms of each seat. No change in classes, terms or number of seats allocated thereto shall be approved other than by a two-thirds vote of the entire membership cast by ballot or at an annual or special meeting called with at least 90 days mailed public notice. (DOWNLOAD PDF VERSION OF TABLE)
The following entities and/or individuals shall constitute the initial founding membership of the Journalism Trust Association with the standing term, and initial term of appointment to the Board of Directors for an individual nominated by the entity shown before each name:
NAMES TO COME
The Founding Membership may be enlarged from time to time to time or at any time as may be elected by unanimous consent of directors of JTA voting at a duly called meeting. However, the original seven members shall always have the right and obligation to nominate individuals to their apportioned board seat.
Class B – Publishing Members
Any non-governmental individual or entity whose interests or business consists in substantial part the creation of original works of journalism, art, literature, news, and entertainment in whatever form.
Class C – Contributing Member
Any individual or entity, including governmental, which maintains regular account relationships billed at least monthly, all of whose customers are technically capable and permitted to participate in an Internet-based shared-user networked owned or operated by JTA for, among other purposes, management of user-centric demographics and exchange of value for information services and products.
Class D – Technology Members
Any individual or non-governmental entity whose principal business includes the providing of technical products or services which generally support or enable public networks and forms of participatory democracy.
Class E – Participating Members
Any government, public, charitable, trade, educational or business organization which has a substantial interest or participation in the mission and affairs of the JTA and does not qualify as a Founding, Publishing or Contributing Member.
Class F – Supporting Members
Any individual not otherwise encompassed by the previous classes who wishes to support the mission and operations of the JTA.
Class G – At large members
An individual member designated by a two-thirds vote of the Board of Directors for the purpose of qualifying the designee to hold an at-large seat on the Board of Directors.
C. Board of Directors
All the affairs of the JTA shall be governed by a Board of Directors, which shall appoint by election all officers and principal managers. The board shall have the powers customarily vested in an association board by law or precedent.
Officers: Election by Board
The Board of Directors shall initially consist of one individual designate by each of the Founding Members which together shall elect such officers as may be required by law or otherwise deemed appropriate. An officer need not be a director and all officers shall serve at the pleasure of the board. After their initial terms, Founder Members shall have no explicit right of representation on the Board other than as elected by all Founding Members voting as a class.
Board expansion
The Board of Directors may be expanded by its initial members as its initial members deem prudent, in the classes and maximum numbers set forth in the table below. In making appointments the board shall as far as is reasonably possible seek to maintain a ratable balance of occupied seats equal to the ratios of the maximum number of seats for all classes.
Board nomination
Within each class the membership, except for Class G – At Large, members may meet from time to time or at any time and adopt rules for nominating individuals to fill seats on the Board allocated to that class after the seat has been initially filled by the board. The rules for nomination and election of classes of directors shall be approved by the full board before taking effect. The affirmative votes of two-thirds of directors voting at a duly called meeting shall be necessary to confirm a nomination to the board. In the event of a vacancy by resignation, death, incapacity or impeachment, the board shall immediately name a qualified replacement to serve the remaining term or until the affected membership class can meet and nominate a replacement. Any board member may be impeached and ejected from his or her seat by the affirmative votes of at least 75 percent of the board, upon grounds established by the board.
Limitation on service
Any individual who has served more than one term on the Board, or more than eight years continuously, whichever is longer, shall be ineligible for further service.
International representation
After 2015, at least 25% of the then-sitting Board shall be non-U.S. citizens. After 2020, at least 45% of the then-sitting Board shall be non-U.S. citizens. Should the election by a class of membership of an otherwise-qualified representative to the board place the board outside of this mathematical requirement, the Board shall refuse to seat the representative and the membership of the class shall accept the Board’s judgment and nominate another representative.
D. Operations – the Information Valet L3C
The Journalism Trust Association shall cause to be formed, or shall acquire ownership in a limited-liability corporation known as “CircLabs Inc.” (CircLabs). CircLabs might be a regular C-corp, or a Vermont-chartered L3C, with a mission similar to the mission of the Journalism Trust Association -- to sustain the values and purposes of journalism in and for participatory democracies worldwide. Any goal of profit maximization shall be treated as subsidiary and subservient to this mission. The IV shall achieve this, among other means, by facilitating through ownership, operation or licensing an Internet shared-user network for individual-centric demographic management and exchange of information value.
CircLabs ownership
CircLabs shall have two classes of stock as follows:
Class A – Voting
One-hundred percent of the Class A voting stock shall at all times be held by the Journalism Trust Association and controlled by vote of the JTA’s board of directors.
Class B – Non Voting
Class B stock shall have at least all of the rights, privileges and obligations of the Class A stock, except that it shall have no voting rights for any purpose except dissolution or sale of substantially all assets, only if such right is required by law.
Class A exceeds one-third
The Class A voting shares authorized or issued shall at all times exceed 34% of the total shares outstanding. The sale or dissolution of the IV, or a change in its bylaws, shall by law, regulation or bylaw require a vote of two thirds of all shares required to be voted, or at least 100% of the Class A shares, whichever is greater.
Preferential dividends
The Board of Directors of the CircLabs may in its discretion agree to provide preferential dividend rights to Class B shareholders, subject to approval of Class A shareholders, and likewise may provide to bond or debtholders rights of conversion to Class B stock, so long as the total of all such rights outstanding would not cause to be exceeded, if exercised, the requirements of the paragraph above, entitlted, “Class A exceeds one third.”
General Powers of CircLabs
IV shall be organized with all of the customary powers of a U.S. domestic stock corporation. It will be constituted such that it can:
- Sell Class B stock to one or more individuals or entities who have been appropriately advised of the values and purposes of the Vermont L3C form.
- Accept loans from individuals or other entities, including foundations with specific program-related requirements for investment who have been appropriately advised of the values and purposes of the Vermont L3C form.
Invested capital or loans will be used to fund the technical and other startup costs of the Circulate(tm) service, which service shall be owned or controlled by CircLabs, either directly or through exclusive license.
