ATTACHMENT A

BYLAWS OF THE

WISCONSIN CENTER FOR INVESTIGATIVE JOURNALISM

ARTICLE I
Name and Purpose

The name of this Corporation is WCIJ Inc., a Wisconsin non-stock corporation d/b/a the
Wisconsin Center for Investigative Journalism (the “Corporation”). The purpose for which this
Corporation is formed is to promote rigorous, ethical, non-partisan and innovative journalism in
the state of Wisconsin, as this Corporation’s resources permit, and by cooperating with other
agencies to accomplish the following:

a. Access services already existing in government departments, non-government

organizations and other community service providers.

b. Reduce administrative and program costs.

c. Avoid duplication of efforts.

d. Enhance participants’ knowledge and roles.

The Corporation shall engage only in those activities permitted under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended from time to time.

ARTICLE II
Offices

Section II.1 The Corporation may have such offices as may be designated from time to
time by resolution of the Board of Directors, one of which may be designated as the principal
office.

Section II.2 Registered Office and Registered Agent. The Corporation shall maintain a
registered office and registered agent in the State of Wisconsin in accordance with the provisions
of the Wisconsin Non-stock Corporation Law, Chapter 181 of the Wisconsin Statutes (the
“Act”).

ARTICLE III
Members

Section III.1 The Corporation shall have no members.

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 ARTICLE IV
Board of Directors

Section IV.1 Powers and Responsibility. The powers of the Corporation shall be vested
in the Board of Directors, which shall have charge, control and management of the property and
affairs of the Corporation.

Section IV.2 Number. The Board of Directors shall consist of not less than
three (3) members nor more than eleven (11) members. The exact number of which shall be
established from time to time by the board of directors. When, because of death, resignation,
retirement or removal, a director’s position becomes vacant, the remaining directors shall
constitute the Board of Directors until the vacancy(ies) is/are filled as hereinafter provided. In
such event, said vacancy(ies) shall be filled as soon as reasonably possible.

Section IV.3 Qualifications. Any individual who supports the enumerated goals and
policy objectives of the Corporation shall be eligible for election or re-election to the Board of
Directors. Directors need not be residents of the State of Wisconsin.

Section IV.4 Term. Subject to Section 4.5 hereof, each Director shall hold office for a
term of three (3) years or until his or her successor has been elected. Directors shall be elected at
the annual meeting of the Board of Directors. The terms of the directors shall be staggered such
that approximately one-third (1/3) of the Board of Directors shall be elected each year. A
Director may be re-elected to membership on the Board.

Section IV.5 Initial Directors. The following persons constitute the initial Board of
Directors, to hold such office for the terms set forth below, which terms expire effective as of the
date of the annual meeting in the year indicated. Thereafter, each successive term shall be for
the full three (3) year period.

Director Expiration Date

Brant Houston 2009

Charles Lewis 2010

Jack Mitchell 2011

Section IV.6 Resignation. A director may resign at any time by filing a written
resignation with the Secretary of the Corporation. The resignation shall take effect at the time in
the future specified in the written notice or, if no such time is specified, then upon receipt of the
resignation by the Secretary of the Corporation, and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

Section IV.7 Withdrawal. A director shall be deemed to have withdrawn from the
Board of Directors, creating a vacancy on the Board, if that director has unexcused absences
from either (i) three (3) consecutive meetings of the Board or (ii) one-half (1/2) of the meetings
of the Board in any twelve (12) consecutive month period.

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 Section IV.8 Removal. A director may be removed from office with or without cause
by the vote of two-thirds (2/3) of the other directors present at a meeting at which a quorum of
directors is present. An action to remove a director must be taken at a meeting of the Board of
Directors, notwithstanding Section 5.8 of these Bylaws.

Section IV.9 Vacancies. If a vacancy occurs in the Board of Directors from any cause,
including an increase in the number of directors, an interim director may be elected by a majority
of the Board of Directors then in office, even though less than a quorum. An interim director
shall serve until a successor is elected upon expiration of the term of office for that director.

Section IV.10 Voting Rights. Each director shall be entitled to one vote on all matters
coming before the Board. There shall be voting by proxy.

ARTICLE V
Meetings of Directors

Section V.1 Annual Meetings. The annual meeting of the Board of Directors shall be
held during the month of April, at such time and place as the Board of Directors or President
may determine, for the purpose of selecting new directors, officers, and for transacting such
other business as may come before the meeting. In the event of failure, through oversight or
otherwise, to hold the annual meeting of the Board of Directors in the month herein provided for,
the annual meeting may be held at a later date.

Section V.2 Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times and places as shall be designated by the Board of Directors; provided,
however, that the Board of Directors shall meet a least three (3) times per year. Notice of regular
meetings shall be sent in accordance with Section 5.5.

Section V.3 Special Meetings. Special meetings of the Board of Directors may be held
at any time and place for any purpose or purposes, unless otherwise prescribed by the Act, on
call of the President of the Corporation or any two (2) directors.

Section V.4 Meetings by Telephone or Other Communication Technology.

(a) Any or all directors may participate in a regular or special meeting or in a

committee meeting of the Board of Directors by, or conduct the meeting
through the use of, telephone or any other means of communication by
which either: (i) all participating directors may simultaneously hear each
other during the meeting, or (ii) all communication during the meeting is
immediately transmitted to each participating director and each
participating director is able to immediately send messages to all other
participating directors.

(b) If a meeting will be conducted through the use of any means described in
subsection (a), all participating directors shall be informed that a meeting
is taking place at which official business may be transacted. A director
participating in a meeting by any means described in subsection (a) is
deemed to be present in person at the meeting. If requested by any

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 director, minutes of the meeting shall be prepared and distributed to each
director.

Section V.5 Notice and Waiver of Notice.

(a) Notice of the date, time and place of any annual or special meeting shall
be given to each director at least five (5) days prior to the date set for the
meeting, provided, however, that where the President determines that
circumstances require prompt action by the Board of Directors, the
required notice period may be shortened to no less than twenty-four (24)
hours. Notice shall be given in one of the methods described in Article
VI. Such notice shall specify the date, time and place of meeting and the
business to be transacted at the meeting.

(b) Whenever any notice whatever is required to be given under the

provisions of the Act or under provisions of the Articles of Incorporation
or Bylaws of the Corporation, a waiver thereof in writing, signed at any
time by the person or persons entitled to such notice, shall be deemed
equivalent to the giving of such notice. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where
a director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

Section V.6 Quorum. One-third (1/3) of the number of directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors, but
if less than such number is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.

Section V.7 Manner of Acting. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by the Act, or the Articles of Incorporation or Bylaws of the
Corporation.

Section V.8 Action by Written Consent of Directors. Except as explicitly otherwise

provided in these Bylaws, any action which may be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing setting forth the action so taken shall be
signed by all of the directors entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a majority vote of the directors at a regularly
called meeting of the Board of Directors.

Section V.9 Presumption of Assent. A director of the Corporation who is present at a

meeting of the Board of Directors, or a committee thereof, at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless such director’s
dissent shall be entered in the minutes of the meeting or unless such director shall file a written
dissent to such action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent in writing to the Secretary of the Corporation

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immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

Section V.10 Compensation. Directors of the Corporation shall not receive

compensation for serving as directors, but may receive reasonable compensation for other
personal services rendered that are necessary to carry out the exempt purposes of the
Corporation, provided that such compensation is authorized by the Board of Directors. In
addition, directors may receive reimbursement for reasonable expenses incurred in connection
with corporate matters, provided that such reimbursement is authorized by the Board of
Directors.

Section V.11 Committees.

(a) General. The Board of Directors by resolution may create standing

committees having such powers as are then permitted by the Act and as
are specified in the resolution. The Board of Directors shall determine the
membership and duties of each standing committee.

(b) Nominating Committee. At least ninety (90) days prior to each annual
meeting of the Corporation, the nominating committee shall meet for
purposes of selecting candidates for those directors who are required to be
elected at the said annual meeting. In so selecting candidates, the
nominating committee shall select candidates who satisfy the qualification
requirements set forth in these Bylaws, and such additional requirements
as the nominating committee shall from time to time determine. The
nominating committee shall develop requirements, designed to give as
broad a representation as possible to all interested persons in the director
selection process. Within thirty (30) days of the annual meeting, the
nominating committee shall make its recommendations on candidates to
the Board.

Section V.12 Conflict of Interest. Each director shall disclose to the Board of Directors
any duality of interest or possible conflict of interest whenever the duality or conflict pertains to
a matter being considered by the Board. Any director having duality of interest or conflict of
interest on any matter shall abstain from voting on the matter but may be counted in determining
the quorum for the vote on the matter. In addition, he or she shall not use his or her personal
influence on the matter, but may briefly state his or her position on the matter and may answer
pertinent questions from other directors since his or her knowledge may be of great assistance.

ARTICLE VI
Methods of Giving Notice

Notice of any annual or special meeting of directors, and any other notice required to be
given under these Bylaws or the Act may be communicated in person, by telephone, facsimile,
electronic mail, or other form of wire or wireless communication, or by mail or private carrier,
and, if these forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published, or by radio, television or other

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form of public broadcast communication. Oral notice is effective when communicated. Written
notice is effective when sent or transmitted, and notice by mail is effective upon deposit in the
mail, addressed to the director at his or her address as it appears in the records of the
Corporation.

ARTICLE VII
Officers

Section VII.1 Number. The principal officers of the Corporation shall be a President, a
Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors as set forth in these Bylaws. The Board of Directors may elect such other officers and
assistant officers and agents as may be deemed necessary. The President, Vice President,
Secretary and Treasurer shall each be members of the Board of Directors. Other officers may,
but need not, be members of the Board of Directors. The initial officers and the annual meeting
at which their positions shall terminate are as follows:

Office Name Term

President Brant Houston 2009
Vice President Charles Lewis 2010
Secretary Jack Mitchell 2011
Treasurer Jack Mitchell 2011

Section VII.2 Election and Term of Office. The officers of the Corporation shall be
elected by the Board of Directors at its annual meeting and serve until their term is concluded or
until a qualified successor is elected upon expiration of the term of that officer, or until that
officer’s death, resignation or removal.

Section VII.3 Removal. Any officer or agent elected, appointed, or hired by the Board
of Directors may be removed by the Board of Directors, whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election, appointment or hire shall not of
itself create contract rights.

Section VII.4 Vacancies. A vacancy in any office because of death, resignation,

removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the
term.

Section VII.5 President. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall (a) supervise and control
all of the business, property and affairs of the Corporation, (b) preside at all the meetings of the
Board of Directors, (c) have authority to sign any contract or other instrument on behalf of the
Corporation which the Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be
otherwise signed and executed, and (d) perform all other duties as may be prescribed by the
Board of Directors from time to time.

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 Section VII.6 Vice President. The Vice President shall serve in the absence of the
President or in the event of the President’s death or inability or refusal to act, and when so acting
shall have all the powers of the President. The Vice President shall perform such other duties as
from time to time may be assigned by the President or by the Board of Directors.

Section VII.7 Secretary. The Secretary shall: (a) oversee the minutes of the Board of
Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records; and (d) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the President or by the
Board of Directors.

Section VII.8 Treasurer. The Treasurer shall: (a) have the oversight responsibility for all
funds and securities of the Corporation, and for moneys due and payable to the Corporation from
any source whatsoever, including the deposit of such moneys in the name of the Corporation in
such banks, trust companies, or other depositories as shall be selected in accordance with the
provisions of these Bylaws; and (b) in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the President or by the
Board of Directors. The Treasurer shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to delegate his or her authority to another director,
employee or agent of the Corporation. If required by the Board of Directors, the Treasurer shall
be bonded in such sum as the Board of Directors shall determine. Such bond shall be paid for by
the Corporation.

Section VII.9 Other Assistants and Acting Officers. The Board of Directors shall have
the power to appoint any person to act as assistant to any officer, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act personally, and such
assistant or acting officer so appointed by the Board of Directors shall have the power to perform
all the duties of the office to which such person is so appointed to be assistant, or as to which
such person is so appointed to act. Any such officer shall have only such authority, duties and
responsibilities as shall be specifically authorized and designated by the Board of Directors.

Section VII.10 Compensation. Officers of the Corporation shall not receive

compensation for serving as officers, but may receive reasonable compensation for other
personal services rendered that are necessary to carrying out the exempt purposes of the
Corporation, provided that such compensation is authorized by the Board of Directors. In
addition, officers may receive reimbursement for reasonable expenses incurred in connection
with corporate matters, provided that such reimbursement is authorized by the Board of Director.

ARTICLE VIII
Indemnification

The Corporation shall, to the fullest extent permitted or required by Sections 181.0871 to
181.0899, inclusive, of the Act, including any amendments thereto (but in the case of any such
amendment, only to the extent such amendment permits or requires the Corporation to provide
broader indemnification rights than prior to such amendment), indemnify its Directors and
Officers against any and all liabilities, and advance any and all reasonable expenses, incurred

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thereby in any proceeding to which any Director and Officer is a party because such Director or
Officer is a Director or Officer of the Corporation. The Corporation may indemnify its
employees and authorized agents, acting within the scope of their duties as such, to the same
extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall
not be deemed exclusive of any other rights to indemnification against Liabilities or the
advancement of Expenses which such Director or Officer may be entitled under any written
agreement, board resolution, the Act or otherwise. All capitalized terms used in this Article IX
and not otherwise defined herein shall have the meaning set forth in Section 181.0871 of the Act.

This Article is intended to constitute a contract with each person who, subsequent to its
adoption, is serving or shall subsequently serve as a Director or Officer of the Corporation; and
the indemnification provided herein shall be in addition to any other compensation which each
such person may receive from the Corporation for his/her services as a Director or Officer of the
Corporation.

ARTICLE IX
Contracts, Loans, Checks and Deposits

Section IX.1 Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authorization may be general or confined to specific
instances.

Section IX.2 Loans. No loans shall be contracted on behalf of the Corporation and no
evidences or indebtedness shall be issued in its name unless authorized by or under the authority
of a resolution of the Board of Directors. Such authorization may be general or confined to
specific instances. This Section shall not be construed as applying to current expenses of the
Corporation.

Section IX.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and in such manner as shall
from time to time be determined by or under the authority of a resolution of the Board of
Directors.

Section IX.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or
other depositaries as may be selected by or under authority of the Board of Directors.

ARTICLE X
Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

ARTICLE XI
Corporate Seal

The Corporation shall have no corporate seal.

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 ARTICLE XII
Amendments

Section XII.1 By the Directors. These Bylaws may be altered, amended, or repealed and
new Bylaws may be adopted by the Board of Directors at any regular or special meeting thereof;
provided, however, that notice of such proposed amendment is given in the notice of the meeting
at which the Bylaws amendment is to be considered; and provided, further, that no matter
requiring supermajority approval or creating any voting requirement other than majority
approval may be altered, amended or repealed unless approved by the applicable supermajority
or other voting requirement.

Section XII.2 Implied Amendments. Any action taken or authorized by the Board of
Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized
by affirmative vote of not less than the number of directors required to amend the Bylaws so that
the Bylaws would be consistent with such action, shall be given the same effect as though the
Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.

Adopted this 10th day of June 2008.

___________________________________________
Brant Houston

___________________________________________
Charles Lewis

___________________________________________
Jack Mitchell

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