The Center for Investigative Reporting

“As per the foundation for national progress' dba mother jones magazine's bylaws, this corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the board of directors of this corporation directly or, if delegated, under the ultimate direction of the board.”

“As per the foundation for national progress' dba mother jones magazine's bylaws, the number of directors shall not be less than ten (10) nor more than thirty (30), with the exact number of authorized directors to be fixed from time to time by resolution and the board of directors. At all times, not more than 49% of the directors of this corporation may be interested persons. An interested person means either: (a) any person currently being compensated by this corporation for services rendered to it within the previous twelve months, whether a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as a director; or (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law, of any such person. Selection and term of office of directors the directors of this corporation shall be selected and set forth below. Each director, however selected, shall hold office until a successor has been selected. Directors may be selected to serve any number of consecutive terms. Four (4) or five (5) of the directors shall be designated as follows: those individuals employed by this corporation as publisher and editor(s)-in-chief are designated to serve as directors during the respective terms of their employment. Two (2) directors shall be designated by a majority vote of those employees of this corporation, excluding the publisher and editor(s)-in-chief who have received salaries for at least four-fifths (4/5) time for at least thirty (30) days prior to the date of designation. Each employee-designated director shall be designated for a term of one (1) year. The remainder of the directors shall be elected by the directors then in office. None of the elected directors may be an "interested person," as defined above. Each director shall be elected to a term of three (3) years. Vacancies a vacancy shall be deemed to exist on the board in the event that the actual number of directors is less than the authorized number for any reason. A vacancy shall be deemed to exist if any employee-designated director is separated from employment with this corporation. Vacancies shall be filled, for the unexpired portion of the term, in the same manner as the seat being vacated. Resignation and removal resignations shall be effective upon receipt in writing by the secretary or president of this corporation, unless a later effective date is specified in the resignation. Any director may be removed at any time, with or without cause in the same manner as such director was designated or elected. Any director who fails to attend two consecutive board meetings shall be removed from the board unless the board concludes that the director was absent for reasons that justify a waiver of this provision.”

“The board of directors of the foundation for national progress, dba mother jones magazine, approved the formation of a financial audit commitee and a finance committee in keeping with the corporation's bylaws that state: the board of directors may, by resolution adopted by a majority of the directors then in office, create any number of board committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to any board committee shall be made by any method determined by a majority vote of the directors then in office. Board committees may be given all the authority of the board, except for the power to: (a) set the number of directors within a range specified in these bylaws; (b) fill vacancies on the board of directors or on any board committee; (c) elect directors or remove any director without cause; (d) fix compensation of directors for serving on the board or any board committee; (e) amend or repeal these bylaws or adopt new bylaws; (f) adopt amendments to the articles of incorporation of this corporation; (g) amend or repeal any resolution of the board of directors which by its express terms is not so amenable or repealable; (h) create any other board committees or appoint the members of any board committees; or (i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation. As such, the financial audit committee and finance committee approve the form 990 prior to filing; a complete copy of the form 990 is distributed to the entire board of directors prior to filing.”

“As per the corporation's conflict of interest policy, and to ensure that the foundation operates in a manner consistent with its educational purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, period reviews shall be conducted by the department supervisor (relevant to the transaction or arrangement), publisher, ceo, cfo, and board of director's audit committee. The periodic reviews shall, at a minimum, occur annually and shall include the following subjects: * whether compensation arrangements and benefits are reasonable and are as the result of arm's-length bargaining. * whether acquisitions of services result in inurement or impermissible private benefit. * whether transactions and arrangements with vendors and other organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the foundation's educational purposes, and do not result in inurement or impermissible private benefit. * whether agreements with employees and third-party payors further the foundation's educational purposes and do not result in inurement or impermissible private benefit. In conducting these periodic reviews, the foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the foundation of its responsibility for ensuring that periodic reviews are conducted.”

“The ceo's salary and performance is reviewed annually by an elected performance review/compensation committee as part of the board of directors. This was last performed and relayed to the ceo in february 2013 pertaining to 2012 performance. The ceo's salary is adjusted according to a cola each year based on the bay area cpi. Any additional wage increase is based on merit and approved by the board of directors. The cfo's salary and performance is reviewed annually by the ceo with input from members of the senior management team. This was last performed and relayed to the cfo in february 2013 pertaining to 2012 performance. The cfo's salary is adjusted according to a cola each year based on the bay area cpi. Any additional wage increase is based on merit and approved by the ceo.”

“The foundation for national progress provides a copy of forms 990 and 990-t for public inspection on request (distributed either through the u.s. Postal office or as a pdf document attached to an email). Additionally, the foundation for national progress provides guidestar (a public nonprofit tracking web site) a copy of forms 990 and 990-t for public inspection. Further, the foundation's website, motherjones.com, publishes the foundation's most current annual audited financial statements for public inspection.”

“The process has not changed from prior year.”