Real People Media, Inc -- ByLaws

ByLaws Adopted by resolution of the Board of Directors, December 6, 2011

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Real People Media, Inc -- ByLaws Contents Article I – Name and Purpose ................................................................................................................. 4 Section 1 – Name ................................................................................................................................ 4 Section 2 – Purpose ............................................................................................................................. 4 Section 3 – Organized as Charitable Organization ............................................................................. 4 Article II -- Location ............................................................................................................................... 5 Article III – Dedication of Assets ........................................................................................................... 5 Article IV -- Directors ............................................................................................................................. 5 Section 1 – General Powers ................................................................................................................ 5 Section 2 – Honorary Directors .......................................................................................................... 6 Section 3 – Number of Directors ........................................................................................................ 6 Section 4 – Board Compensation ........................................................................................................ 6 Section 5 – Term of Office ................................................................................................................. 6 Section 6 – Election Procedures ......................................................................................................... 6 Section 7 – Meetings and Notice ........................................................................................................ 7 Section 8 -- Quorum............................................................................................................................ 7 Section 9 -- Absence ........................................................................................................................... 7 Section 10 – Resignation and Termination ......................................................................................... 7 Section 11 -- Vacancies ...................................................................................................................... 7 Section 12 – Special Meetings ............................................................................................................ 8 Section 13 – Action by Consent in Writing ........................................................................................ 8 Section 14 – Attendance by Conference Telephone ........................................................................... 8 Article V – Officers and Duties .............................................................................................................. 8 Section 1 -- Designation of Officers ................................................................................................... 8 Section 2 -- Qualifications .................................................................................................................. 9 Section 3 -- Election and Terms of Office .......................................................................................... 9 Section 4 -- Removal and Resignation................................................................................................ 9 Section 5 -- Vacancies. ....................................................................................................................... 9 Section 6 -- Duties of President .......................................................................................................... 9 Section 7 -- Duties of Vice President ................................................................................................ 10 Section 8 -- Duties of Secretary ........................................................................................................ 10 Section 9 -- Duties of Treasurer ........................................................................................................ 10 Section 10 -- Compensation .............................................................................................................. 11 Article VI – Indemnification and Nonliability...................................................................................... 11 Section 1 – General ........................................................................................................................... 11 Section 2 --Liability of Directors ...................................................................................................... 12 Section 3 – Conflict of Interest ......................................................................................................... 12 Section 4 – Code of Ethics ................................................................................................................ 12 Section 5 – Periodic Reviews ........................................................................................................... 12 Section 6 – Restriction on Interested Directors ................................................................................ 12 Section 7 -- Indemnification ............................................................................................................. 13 Section 8 -- Insurance for Corporate Agents .................................................................................... 13 Article VII -- Committees ..................................................................................................................... 13 Section 1 – Committee Formation .................................................................................................... 13 Section 2 -- Executive Committee .................................................................................................... 13 Section 3 -- Program Development Committee ................................................................................ 14 2|Page

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Real People Media, Inc -- ByLaws Section 4 – Resource Development Committee ............................................................................... 14 Section 5 -- Meetings and Action of Committees ............................................................................. 14 Article VIII – Remote Communication and Electronic Transmission.................................................. 14 Section 1 -- Participation of Directors by Remote Communication ................................................. 14 Section 2 --Definition of Electronic Transmission ........................................................................... 14 Section 3 -- Use of Electronic Transmission .................................................................................... 14 Article IX -- Execution of Instruments, Deposits, and Funds............................................................... 15 Section 1 -- Execution of Instruments .............................................................................................. 15 Section 2 -- Checks and Notes .......................................................................................................... 15 Section 3 -- Deposits ......................................................................................................................... 15 Section 4 -- Gifts ............................................................................................................................... 15 Article X -- Corporate Records and Reports......................................................................................... 15 Section 1 – Maintenance and Inspection of Public Information ....................................................... 15 Section 2 – Maintenance of Other Corporate Records ..................................................................... 16 Section 3 – Right to Inspect .............................................................................................................. 16 Section 4 – Preparation of Annual Financial Statements.................................................................. 16 Section 5 – Reports ........................................................................................................................... 16 Section 6 – Legally-Mandated Reporting ......................................................................................... 17 Section 7 – Return of Corporate Records ......................................................................................... 17 Article XI -- Amendments .................................................................................................................... 17 Certification by Secretary ..................................................................................................................... 17

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Real People Media, Inc -- ByLaws

Article I – Name and Purpose Section 1 – Name The name of the organization shall be Real People Media, Inc. It shall be a nonprofit organization incorporated as a directorship under the laws of the State of Michigan.

Section 2 – Purpose Real People Media is organized exclusively for charitable purposes, to provide the people of northern lower Michigan and the eastern Upper Peninsula of Michigan with the ability to express themselves via TV, Internet, and other electronic media. Specifically, it:  Provides training and access to media expertise  Educates members of the public, organizations, and local governments in the power of media  Establishes community media centers, which provide facilities and equipment necessary to utilize electronic media  Collaborates with schools and community organizations to encourage utilization of facilities and expertise  Supports and underwrites the electronic media projects of non-profit organizations, so they can showcase their organizations and services  Assists with the distribution of local productions locally, nationally, and internationally through radio, television, Internet, and other channels  Fosters community building and collaboration

Section 3 – Organized as Charitable Organization This corporation has been formed under the Michigan Nonprofit Corporations Act (the “Law”) for the charitable purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of lobbying or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Real People Media is organized as a charitable organization under §501(c)(3) of the Internal Revenue Code. This corporation shall hold, and may exercise, all such powers as may be conferred upon a nonprofit corporation by the laws of the State of Michigan and may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation. In no event, however, shall the corporation engage in activities that are not permitted to be carried on by a corporation exempt from Federal income tax under §501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code), or by a corporation to which donations are tax deductible under §170(b)(1)(A)(vi) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code).

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Real People Media, Inc -- ByLaws

Article II -- Location The principal office of the corporation is located in Charlevoix County, State of Michigan. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article III – Dedication of Assets The properties and assets of the corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, director, or officer of this corporation. On liquidation or dissolution, all remaining properties and assets of the corporation shall be distributed and paid over to an organization dedicated to charitable purposes, which has established its tax-exempt status under §501(c)(3) of the Internal Revenue Code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its officers, Directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. The organization is not organized for profit or organized to engage in any activity ordinarily carried on for profit. The organization is financed primarily through donations and grants.

Article IV -- Directors Section 1 – General Powers Subject to the provisions and limitations of the Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation or these Bylaws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. Specific duties of the Directors include, but are not limited to the following: a. Performing any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; b. Appointing and removing, employing and discharging, and except as otherwise provided in these Bylaws, prescribing the duties and fixing the compensation of all agents and employees of the corporation; c. Supervising all agents and employees of the corporation to assure that their duties are performed properly; d. Meeting as such times and places as required by these Bylaws; e. Registering their addresses with the Secretary of the Board for receipt of notices; f. Changing the primary office and/or mailing address and authorized agent of the corporation; g. Changing the fiscal year for tax reporting or other purposes;

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Real People Media, Inc -- ByLaws h. Adopt a written Conflict of Interest Policy and Code of Ethics, to be signed annually by each Director, and modify these documents as necessary in response to changes in legal requirements and circumstances; i. Opening a satellite office or facility, or a mobile facility; j. Approving the annual operational and program budgets of the corporation; k. Strategic planning; l. Setting a threshold for expenditures that require prior approval, and approving in advance all expenditures that exceed that threshold; m. Approving all contracts, grant requests, and agreements to which the corporation is a party; n. Approving all financial statements and filings with state and federal agencies o. Amending the Articles of Incorporation or these Bylaws p. Dissolving the corporation

Section 2 – Honorary Directors To honor persons who have made significant contributions to Real People Media, the Board of Directors may award them honorary directorships. Although they provide ongoing assistance and advice to the Board, Honorary Directors are not part of the governing body of the organization, do not have Directors’ voting rights or responsibilities, and are not expected to attend meetings of the Board of Directors. The term ‘Directors’ as used in this document and other organizing and operating documents for the organization is to be understood in the ordinary sense as the governing body of the organization, and does not include Honorary Directors unless specifically stated.

Section 3 – Number of Directors The Board shall comprise no fewer than three (3) and no more than eight (8) members, who share the mission and goals of the corporation. The Board is committed to a policy of fair representation, which does not discriminate on the basis of race, physical or mental handicap, sex, color, religion, sexual orientation, or age, except that all Directors must be at least eighteen (18) years old. The number of directors may be changed by amendment or revision of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws.

Section 4 – Board Compensation Board members receive no compensation other than reimbursement for reasonable expenses. Directors may not be compensated for rendering services to this corporation in any capacity other than director, unless such compensation is reasonable and approved in advance by the Board of Directors. Directors that are also Officers may, at the discretion of the Board, receive such compensation as the Board of Directors approves, consistent with the standard of care outlined in Article VI of these ByLaws.

Section 5 – Term of Office The term of office for all directors shall be two (2) years. All board members may serve no more than three (3) consecutive terms.

Section 6 – Election Procedures At any meeting of the Board of Directors, the current Directors shall elect Directors to fill vacant positions or those about to be made vacant as a result of the expiration prior to the next meeting of the terms filled by Directors. Any Director may nominate a candidate by providing a short biography to the

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Real People Media, Inc -- ByLaws Secretary at least two (2) weeks prior to the meeting at which the election will take place. The Secretary shall send such nominations to Board members with the regular Board meeting announcement, to be voted upon at the next meeting. The Board of Directors may, by resolution, set an annual schedule for the election of Directors, retaining the ability to fill vacancies on an interim basis if needed. Directors assume office at the first meeting following their election.

Section 7 – Meetings and Notice The Board shall meet at least quarterly, at an agreed-upon time and place. An official board meeting requires that each board member have written notice and an agenda at least two (2) weeks in advance of the meeting. Any meeting of the Board or any action requiring notice shall be valid without notice if all the Directors are present or have provided a written waiver of notice to the Corporation. Conduct of meetings shall be in accordance with whatever procedures the Board adopts by resolution, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

Section 8 -- Quorum A quorum consists of a simple majority of current board members, required for business transactions to take place and motions to pass. Directors may vote by proxy. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors. Any resolution passed at a meeting of the board at which a quorum is present has the effect of approval by the full Board of Directors.

Section 9 -- Absence Should any member of the Board of Directors be unreasonably absent from three consecutive meetings of the Board without sending a communication to the President or Secretary stating his or her reason for so doing, and if his or her excuse should not be accepted by the members of the Board, his or her seat on the Board may be declared vacant, and the Board may proceed to fill the vacancy.

Section 10 – Resignation and Termination Resignation from the board must be in writing and received by the President or the Secretary, and is effective upon giving such written notice unless the notice specifies a later date for the effectiveness of the resignation. If the President resigns, the Vice-President immediately assumes the position of the President. The Board of Directors may through a simple majority vote agree to accept a resignation made in person or by telephone to the President. A board member shall be terminated from the board due to excess absences, and may be removed for any other reason by a two-thirds (2/3) vote of the remaining directors.

Section 11 -- Vacancies Vacancies of the board of directors shall exist (1) on the death, resignation, removal, or completion of a term of any director, and (2) whenever the number of authorized directors is increased.

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Real People Media, Inc -- ByLaws Any director may resign effective upon giving written notice to the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of Directors then in office is less than the minimum number required by these Bylaws, a vacancy of the board may be filled by approval of a majority of the Directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office on an interim basis until the next election of the board of directors or until his or her death, resignation, or removal from office.

Section 12 – Special Meetings Special meetings of the Board shall be called upon the request of the President, the Secretary, or any two (2) Directors. Notices of special meetings shall be sent out by the Secretary to each board member at least seven (7) days in advance of the meeting.

Section 13 – Action by Consent in Writing Any action required or permitted by the Law to be taken at a meeting of the Board of Directors may be taken without a meeting, without prior notice, and without a vote, if the consent in writing, setting forth the action so taken is signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members or directors entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to members or directors who have not consented in writing.

Section 14 – Attendance by Conference Telephone A Director or committee member may participate in a meeting via conference telephone as defined in section 8.1. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Article V – Officers and Duties Section 1 -- Designation of Officers The officers of Real People Media shall be a president, a vice president, a secretary, and a treasurer. Officers shall be elected by the Board at its annual meeting. In the event of a vacancy, one person may serve two offices concurrently, until the vacancy can be filled. The President may not also serve as the Treasurer or the Secretary. From time to time, the corporation may determine that it needs additional vice presidents, secretaries, treasurers, or other officers with such titles as it may be determined from time to time by the Board of Directors. Such additional officer positions may be added by resolution of the Board.

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Real People Media, Inc -- ByLaws The officers of Real People Media serve the same roles on the Board of Directors, until such time that the Board determines that the organization is large enough to require separate officers for the corporation and the board, at which time it must amend these Bylaws to permit additional officer positions.

Section 2 -- Qualifications Any member of the Board of Directors may serve as an officer of Real People Media.

Section 3 -- Election and Terms of Office Officers shall be elected by the board of directors annually on a date to be determined by the Board of Directors, and each officer shall hold office for one year or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever comes first.

Section 4 -- Removal and Resignation Resignation from an office on the board must be in writing and received by the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein. Officers may be removed from their offices, with or without cause, as permitted by and in accordance with the laws of this state, by a two-thirds (2/3) approval by the Board of Directors. Removal from an officer position does not cause a person to be removed from his position as a Director. The above provisions of this section shall be superseded by any conflicting terms of contract, which may have been approved or ratified by the board of directors relating to the employment of any officer of the corporation.

Section 5 -- Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy to be filled temporarily by appointment by the President until such time as the board shall fill the vacancy. Vacancy in the office of President is filled automatically on an interim basis by the Vice President, and if the office of Vice President is also vacant, by the Board of Directors.

Section 6 -- Duties of President The President shall be the chief executive officer of Real People Media and shall, subject to the control of the Board of Directors, supervise and control the activities of the corporation and the activities of the officers. He or she shall ensure that the Board of Directors is fully informed, and shall freely consult with them concerning the activities of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall convene regularly-scheduled board meetings, and shall preside at them or arrange for other officers to preside at each meeting in the following order: vice-president, secretary, treasurer. 9|Page

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Real People Media, Inc -- ByLaws Except as otherwise expressly provided by law, the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds of incorporation, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President is an ex officio member of all committees, with the exception of the Audit Committee. The President may serve no more than five (5) consecutive elected terms.

Section 7 -- Duties of Vice President In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the board of directors.

Section 8 -- Duties of Secretary The Secretary shall 

Certify and keep at the principle office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.

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Keep at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

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See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

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Be custodian of the records of the corporation and, in accordance with applicable state law, execute documents of the corporation.

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Keep a book containing the names and addresses of each of the individuals and/or organizations with whom Real People Media conducts business.

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Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws and the minutes of the proceedings of the directors of at the corporation.

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Maintain all documents required by law to be provided to members of the public, and respond to such requests in a way that complies with all legal requirements.

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In general, perform all duties incident to the office of secretary and such other duties as maybe be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 9 -- Duties of Treasurer The Treasurer shall: 10 | P a g e

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Real People Media, Inc -- ByLaws 

Keep a record of all fund accounts and securities of the corporation and make all deposit in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.

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Receive and give receipt for monies due and payable to the corporation from any source whatsoever.

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Keep a record of all disbursements of funds of the corporation as may be made by the President of the corporation or designee of the President of the corporation, taking proper vouchers for such disbursements.

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Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

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Exhibit at all reasonable times the books of accounts and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

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Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasure and of the financial condition of the corporation.

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Prepare or cause to be prepared, and certify, or cause to be certified, the financial statements required in any required reports.

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Prepare all required reports for the IRS and the State of Michigan, submitting them for approval by the Board, submitting them on or before the due dates, and provide copies on a timely basis to the Secretary.

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In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 10 -- Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws.

Article VI – Indemnification and Nonliability Section 1 – General A director shall perform the duties of a director, including duties as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of the corporation and with such care, including reasonable inquiry, and reasonable consideration of concerns expressed by other directors, as an ordinarily prudent person in a like situation would use under similar circumstances. 11 | P a g e

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Real People Media, Inc -- ByLaws Section 2 --Liability of Directors A person who performs or has performed the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated. Former and current directors and volunteers shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 3 – Conflict of Interest The Board of Directors shall adopt by resolution a Conflict of Interest policy, the purpose of which is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable Michigan and federal laws applicable to nonprofit and charitable corporations. Each Director must sign the Conflict of Interest Policy annually. The Secretary must keep the signed copies with the corporate records.

Section 4 – Code of Ethics The Board of Directors shall adopt by resolution a Code of Ethics, the purpose of which is to protect the corporation’s interest and reputation, and to facilitate the smooth and effective operation of the Board. Each Director must sign the Code of Ethics annually. The Secretary must keep the signed copies with the corporate records.

Section 5 – Periodic Reviews Periodic reviews shall be conducted to ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status. 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 results of arm’s length bargaining; b. Whether partnerships, joint ventures, and arrangements with management corporations conform to the Corporation’s written policies, are properly recorded, reflects 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. When conducting the periodic reviews, the Corporation may use outside advisors. The use of such experts shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.

Section 6 – Restriction on Interested Directors Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months; (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.

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Real People Media, Inc -- ByLaws Section 7 -- Indemnification To the fullest extent permitted by law, this Corporation shall indemnify its “agents,” including its directors, officers, and volunteers, and including persons formerly occupying any such position, and their heirs, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with their carrying out the ordinary activities of the organization.

Section 8 -- Insurance for Corporate Agents Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

Article VII -- Committees Section 1 – Committee Formation The Board of Directors may, by resolution adopted by a simple majority, providing a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent specifically delegated in the resolution or in these bylaws. Each committee shall consist of one or more directors, and may also include other interested persons, to serve at the pleasure of the Board. Committee members shall be members of the community, except that each committee may, at the discretion of the Committee Chair, include one person who is not a member of the community to provide professional expertise. The President of the Board of Directors shall appoint the Committee Chair, who must be a member of the board. No committee shall bind the corporation in a contract or agreement or expend corporate funds unless specifically authorized to do so by the Board of Directors.

Section 2 -- Executive Committee The Executive Committee consists of the President, Vice President, Treasurer and Secretary of the board. The Executive Committee has powers from the Board of Directors to conduct routine business between regular Board meetings. This committee shall establish personnel policies and provide guidelines for the evaluation of any staff. Actions of the Executive Committee shall be provided to the Board of Directors in writing at its next regular meeting for ratification and inclusion in the official minutes of the corporation. By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated.

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Real People Media, Inc -- ByLaws Section 3 -- Program Development Committee The Program Development Committee seeks out non-profit organizations with which it can partner or collaborate, in the geographic area served by Real People Media. The Committee shall assess and suggest improvements to current programs; develop liaisons in the communities to be serviced; and help plan new programs. The Committee shall be responsible for volunteer management and staff recruitment.

Section 4 – Resource Development Committee The Resource Development Committee is responsible for determining the funding requirements for Real People Media, based on the program plans provided by the Program Development Committee, and the operational run rate determined by the Treasurer. It is responsible for preparing a budget for approval by the Board of Directors, and for proposing a Resource Development Plan to meet the budget requirements for the year, including grants, donations, and earned income. The Budget and Resource Development Plan for the next fiscal year must be presented for approval to the Board of Directors by the end of the third quarter of the current year.

Section 5 -- Meetings and Action of Committees Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except than the time for regular and special meetings of committees maybe be fixed by resolution of the Board of Directors or by the Committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. All committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report them to the Board at the first Board meeting to follow the Committee meeting.

Article VIII – Remote Communication and Electronic Transmission Section 1 -- Participation of Directors by Remote Communication Participation of directors in a meeting by conference telephone will be deemed to include other means of remote communication by which all persons participating in the meeting may communicate with each other. Participation pursuant to this section will constitute presence in person at the meeting.

Section 2 --Definition of Electronic Transmission As used in these bylaws, electronic transmission refers to any form of communication that does not directly involve the physical transmission of paper, creates a record that may be retained and retrieved by the recipient and may be directly reproduced in paper form by the recipient through an automated process.

Section 3 -- Use of Electronic Transmission As used in these bylaws, “written” or “writing” will include communications by electronic

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Real People Media, Inc -- ByLaws transmission, including but not limited to fax and email. Notices of meetings, waivers of notice of meetings, proxies, and written consents may be transmitted by electronic transmission. When a notice or communication is transmitted electronically, the notice or communication is deemed to be given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person. A director or member will be deemed to

Article IX -- Execution of Instruments, Deposits, and Funds Section 1 -- Execution of Instruments The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2 -- Checks and Notes Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or by the President of the corporation.

Section 3 -- Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 4 -- Gifts The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

Article X -- Corporate Records and Reports The President and Secretary shall keep all information required by law, and required for appropriate management of the corporation, exercising a standard of care intended to ensure its accuracy, completeness, timeliness, and availability. In particular, all records of the Corporation must be kept in identical duplicate copies, preferably one copy online, so that in the event of physical disaster the records can be recovered.

Section 1 – Maintenance and Inspection of Public Information The President and the Secretary shall keep a copy of such information as it is required by law to provide for public inspection and copying, including: a. The corporation’s federal tax exemption application b. Annual federal and state information returns for three years from their date of filing

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Real People Media, Inc -- ByLaws c. A copy of the Corporation’s Articles of Incorporation d. A copy of the organization’s ByLaws as amended to date The items shall be open to inspection as required by law, and shall be made available in a manner to be determined by the Board of Directors.

Section 2 – Maintenance of Other Corporate Records The President, Secretary, and Treasurer shall keep at the Corporate Office and one other place to be determined by the Board of Directors: a. Adequate and correct books and records of account, including accounts of assets, business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; b. All contracts and agreements, including applications for funding such as grant proposals; c. Written minutes of the proceedings of its Board, officers, and committees of the Board, including the time and place of holding such meetings, whether regular or special, how called, notice given, the names of those present and absent, and the proceedings; d. All correspondence between the corporation and other organizations or persons, including email correspondence; e. All mass emails sent to members of the community or the press, including the email sent, the date, and the distribution list; f. Records of all contacts, whether by phone, in person, or by other method; g. Contact information for donors, contributors of in-kind services and goods, those who attend Real People Media events or workshops, volunteers, members of the press, staff, contract employees, and any others with whom Real People Media does business.

Section 3 – Right to Inspect Every director shall have the absolute right at any reasonable mutually-agreed upon time, to inspect all books, records, and documents of every kind and the physical properties of the corporation. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Section 4 – Preparation of Annual Financial Statements The corporation shall prepare annual financial statements using generally accepted accounting principles (GAAP). Such statements shall be audited by an internal committee or independent certified public accountant, periodically as determined by the Board of Directors. The corporation shall make these financial statements available to the State of Michigan and to members of the public no later than nine (9) months after the close of the fiscal year to which the statements apply.

Section 5 – Reports The Board shall cause an annual report to be sent to all directors within 120 days after the end of the corporation’s fiscal year. The report shall contain the following information: 1. The assets and liabilities of the corporation at the end of the fiscal year; 2. The principal changes in assets and liabilities during the fiscal year; 3. The revenues or receipts of the corporation, both unrestricted and restricted for particular purposes, for the fiscal year;

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Real People Media, Inc -- ByLaws 4. The expenses or disbursements of the corporation for both general and restricted purposes during the fiscal year; and 5. The information required by Law to be disclosed regarding self-dealing The report shall be accompanied by any pertinent report of internal audit committee or independent auditors.

Section 6 – Legally-Mandated Reporting The Board shall cause such reports that are required by federal, state, and local agencies to be produced and submitted accurately and on-time.

Section 7 – Return of Corporate Records Upon leaving office, each officer and director of the corporation shall turn over to his or her successor or the President, in good order, such corporate monies, books, records, minutes, lists, documents, contracts, and other property of the corporation, including any gifts received, as have been in the custody of such officer during his or her term of office.

Article XI -- Amendments The Board of Directors may adopt, amend, or repeal bylaws by an affirmative vote of a majority of the Board of Directors then in office. Proposed amendments must be submitted to the Board at least fourteen (14) days in advance, and placed on the agenda, of the Board meeting at which they will be considered for adoption. No provision of these ByLaws that requires a larger vote than a simple majority may be altered, amended, or repealed, except by that larger vote. Amendments to the Articles of Incorporation may be made by the Board of Directors, meeting the approval requirements set by state law.

Certification by Secretary These bylaws, consisting of seventeen (17) pages, were approved at a meeting of the Board of Directors by a majority vote or larger if required by the previous bylaws, on December 6, 2011, and they have not been amended or modified since then.

___________________________________________________ Secretary, Raechel T. Wright

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12/7/2011 Date

DRAFT: 09/05/2011