ARTICLE I
Members
Section 1. Initial Members; Election of Additional Members. The members of this Corporation shall be the individuals selected by the Board of Directors in accordance with the selection process and the criteria for membership adopted by the Board of Directors and in effect from time to time. The Board of Directors shall have the power to create such classes of membership as it determines from time to time.
Section 2. Annual Meetings. The annual meeting of members shall be held at such time and on such date each year as may be fixed by the Board of Directors and stated in the notice of the meeting. The purposes of the annual meeting shall be the election of Directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of members shall be called upon the written request of the Chair, by the directors by action at a meeting, by a majority of the directors acting without a meeting or by twenty-five percent (25%) of the members of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.
Section 4. Notices of Meetings; Waiver. Unless waived, written notice of each annual or special meeting stating the date, time, place and purposes thereof shall be given, to each member entitled to vote at the meeting, not more than sixty (60) days nor less than ten (10) days before the meeting, by personal delivery, by mail, telegram, telecopy, electronic mail or any other communications equipment authorized by the Board of Directors from time to time as appropriate for the provision of such notice. If mailed, such notice shall be directed to the member at the member’s address as the same appears upon the records of the Corporation. Notice shall be deemed waived by any member who shall participate in such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, and any member may, either before or after any meeting, waive any notice required to be given by law or under this Code of Regulations.
Section 5. Place of Meetings. Meetings of members shall be held at a place within or without the State of Ohio as determined by the Board of Directors which shall cause the notice thereof to so state.
Section 6. Quorum. One fourth (1/4) of the full number of members (who may be present in person or by proxy) shall constitute a quorum for the transaction of business at a meeting. A majority of the members present at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time until a quorum shall be present.
Section 7. Voting. For purposes of voting on any matter properly submitted to the members for their vote, consent, waiver, release or other action, each member shall have one (1) vote, and no member shall have veto power. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members. Any member may be represented at any meeting of members, vote thereat, and exercise any other rights by proxy or proxies appointed in writing signed by such member. Voting at elections and votes on other matters may be conducted by mail.
Section 8. Action Without Meeting. Any action which may be taken at any meeting of members may be taken without such meeting by a writing or writings signed by a majority of the full number of the members. The writing or writings evidencing such action taken without a meeting shall be filed with the secretary of the Corporation and inserted by the secretary of the Corporation in the permanent records relating to meetings of members.
Section 9. Meetings Held Through Authorized Communications Equipment. Upon the determination of the Board of Directors in each specific case: (i) a meeting of the members may be held solely by means of telephone or other communications equipment authorized by the Board of Directors or (ii) a member may participate in a meeting of the members through the use of telephone or other communications equipment authorized by the Board of Directors, provided that, in either case, all persons participating in the meeting are able to hear each other and communicate contemporaneously with each other. Participation in a meeting pursuant to this Section 9 of Article I shall constitute presence at such meeting.
Section 10. Continuation of Membership. An individual elected to membership of the Corporation shall remain a member until her resignation, incapacity or death, or she fails to meet the criteria for membership established by the Board of Directors, unless her membership is terminated earlier by the Board of Directors for failure to timely pay dues or for bringing dishonor to the Corporation.
ARTICLE II
Board of Directors
Section 1. Number, Election and Term of Office of the Board of Directors. The Board of Directors shall consist of the immediate past Chair and such number of directors as is fixed by the Board of Directors from time to time. After the election of the initial Board of Directors by the sole incorporator for certain established terms (set forth in the proceedings of the incorporator), each director shall be nominated and elected at the annual meeting of members to serve for a three (3) year term and until her successor is elected and qualified, but when the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. As used herein, “year” shall mean the period from one annual meeting until the close of the next annual meeting, and if a director is elected at a special meeting, it shall mean the period from such special meeting until the close of the next annual meeting. The terms of directors shall be staggered so that approximately one‑third (1/3) of the full number of directors shall be elected each year. No individual shall be eligible for re‑election as a director following the completion of two (2) consecutive three (3) year terms; provided that after a lapse of one (1) year following completion of two (2) consecutive three (3) year terms, an individual may again be eligible for election as a director without regard to prior service as such. Partial terms as a director of less than three (3) years shall be disregarded for purposes of applying this limitation. An individual who is elected as an officer of the Corporation and who, by reason of this term limitation, is otherwise ineligible to be re-elected as a director, shall nonetheless, automatically continue to serve as a director for the duration of her term of office.
Section 2. Removal or Resignation. Any director may, by notice in writing to the Board of Directors, resign at any time. Any director may be removed from office by the vote of two-thirds (2/3rds) of the full number of directors (excluding the director whose removal is then considered) acting at a meeting of the Board of Directors.
Section 3. Vacancies. Vacancies in the Board of Directors caused by death, resignation, removal from office or any other cause except the expiration of a term shall be filled by a majority vote of the full number of the remaining directors for the unexpired portion of the three (3) year term.
Section 4. Quorum. A majority of the full number of directors then serving shall constitute a quorum for the transaction of business. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time until a quorum shall be present.
Section 5. Voting. Each director shall be entitled to one (1) vote upon any matter properly submitted to the directors for their vote, and no director shall have veto power. 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.
Section 6. Annual Meeting. Annual meetings of the Board of Directors shall be held immediately following the annual meetings of members or as soon thereafter as is practicable. If no annual meeting of members is held, the annual meeting of the Board shall be held immediately following any special meeting of members or as soon thereafter as is practicable.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places, within or without the State of Ohio, as the Board may, by resolution, from time to time determine. The secretary shall give notice of each such resolution to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by any of the Chair, Vice Chair, Secretary, Treasurer or any two (2) members of the Board, and shall be held at such times and places, within or without the State of Ohio, as may be specified in such call.
Section 9. Meetings Held Through Authorized Communications Equipment. A meeting of the directors may be held solely by means of telephone or other communications equipment authorized by the Board of Directors or a director may participate in a meeting of the directors through the use of telephone or other communications equipment authorized by the Board of Directors, provided that, in either case, all persons participating in the meeting are able to hear each other and communicate contemporaneously with each other. Participation in a meeting pursuant to this Section 9 of Article II shall constitute presence at such meeting.
Section 10. Notice of Meetings; Waiver. Notice of the time and place of each annual or special meeting of the Board of Directors shall be given in writing to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method (including by hand delivery, mail, telegram, telecopy, electronic mail or any other communication equipment authorized by the Board of Directors from time to time as appropriate for the provision of such notice), provided it is given at such time so that the director receiving it may have reasonable opportunity to participate in the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least three (3) days prior to the meeting and directed to the residence or business address of each director as shown upon the secretary’s records and, in the event of a meeting to be held through the use of authorized communications equipment, if the notice: (i) sets forth the telephone number, as shown upon the secretary’s records, at which each director may be reached for purposes of participation in the meeting, and states that the secretary must be notified if a director desires to be reached at a different telephone number, (ii) sets forth a toll-free call-in number through which each director may participate, or (iii) for other authorized communications equipment, establishes a procedure through which a director may readily participate. Notice shall be deemed to have been waived by any director who shall participate in such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, and may be waived, in writing, by any director either before or after such meeting.
Section 11. Action Without Meeting. Any action that may be taken at any meeting of the Board, or of any committee thereof, may be taken without such meeting by a writing or writings signed by all of the members of the Board or of such committee, as the case may be. The writing or writings evidencing such action taken without a meeting shall be filed with the secretary of the Corporation and inserted by the secretary of the Corporation in the permanent records relating to meetings of the Board.
Section 12. Compensation. The directors shall serve without compensation for their services in this capacity, except that the directors may be reimbursed for expenses of attendance at meetings. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors shall form an Executive Committee composed of the Chair, Vice Chair, Secretary, Treasurer, and such members as the Board of Directors shall determine from time to time. During intervals between meetings of the Board of Directors, the Executive Committee shall possess and exercise all of the powers of the Board of Directors in the management and direction of the activities and affairs of the Corporation, with the exception of matters of policy, which are reserved to the Board for decision.
Section 2. Membership Committee. The Board of Directors or, alternatively, the Executive Committee, shall appoint a Membership Committee consisting of the Chair and such other Directors and/or members as selected by the Board or Executive Committee from time to time. The Membership Committee membership shall be composed in a manner generally representative of the Corporation’s membership. The Chair shall appoint one (1) member of the Membership Committee to serve as its chair. The Membership Committee shall propose to the Board of Directors a slate of nominees for election as directors and a slate of nominees for election as officers. The Board shall assess and consider the recommendations of the Membership Committee, and it shall recommend to the members a slate of nominees for election as directors at the annual meeting. The Membership Committee shall also perform such other duties as from time to time determined by the Board of Directors.
Section 3. Other Committees. The Board of Directors from time to time may appoint such standing and other committees as it determines appropriate, and the Chair shall appoint a member of each committee to serve as the committee chair.
Section 4. Powers and Duties of Committees; Quorum; Voting. Each committee shall have such powers and perform such duties or functions, not inconsistent with law, as may be delegated to or assigned it by the Board from time to time. Members of committees shall serve for such terms as determined by the Board of Directors. A majority of the members of a committee present at any meeting thereof shall constitute a quorum. The act of a majority of the committee members present at a committee meeting at which a quorum is present shall be the act of the committee. Committees shall keep full records and accounts of their proceedings and transactions. Any action by a committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to control, revision and alteration by the Board, provided that no rights of third persons shall be prejudicially affected thereby. The filling of vacancies on committees, other than the Executive Committee, shall be the responsibility of the Chair, unless the Board provides otherwise. The Chair shall be an ex officio member, with vote, of each committee.
ARTICLE IV
Officers
Section 1. Officers; Election. The officers of the Corporation shall consist of a President/Chair, a Vice Chair, a Secretary, a Treasurer and such other committee chairs designated as officers from time to time by the Board of Directors. All Officers shall be directors. Except for the position of President/Chair, any two (2) or more offices may be held by the same person. No officer shall execute, acknowledge, or verify any instrument in more than one capacity. Each officer shall be elected by a majority vote of the Board and shall hold office for two (2) years or until her successor is elected and qualified. There shall be no limit on the number of consecutive terms to which an officer may be elected by the board.
Section 2. Duties. The officers of this Corporation shall have such authority and perform such duties as are customarily incident to their respective offices and such other and further duties as may from time to time be required of them by the Board of Directors.
Section 3. Removal. Any officer may be removed with or without cause by the affirmative vote of a majority of the full number of directors (excluding the director whose removal as an officer is then considered).
ARTICLE V
FINANCIAL AFFAIRS OF THE CORPORATION
Section 1. Contracts. All contracts of the Corporation and all checks and drafts and other orders for the payment of money out of the funds of the Corporation and all promissory notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation by such officer or officers, agent or agents, and in such manner, as shall from time to time be determined by resolution of the Board of Directors.
Section 2. Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in a general or special account in such banks, trust companies or other depositories as the Board of Directors may from time to time select, or as may be selected from time to time by an officer or officers, agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board of Directors; and for the purpose of such deposit, not only the Treasurer, but also such officer or officers, agent or agents, to whom such power may be delegated by the Board of Directors may endorse, assign, and deliver any checks, drafts or other orders for the payment of money which are payable to the order of the Corporation.
ARTICLE VI
LIMITATION OF LIABILITY IN DAMAGES
AND INDEMNIFICATION
Section 1. Limitation of Liability in Damages of a Director. Other than in connection with an action or suit in which the only liability asserted against a director is for voting for or assenting to a statutorily proscribed assets distribution or loan (a “Statutorily Proscribed Act”), a director of the Corporation shall be liable in damages for any action she takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that her action or failure to act involved an act or omission either undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation.
Section 2. Third Party Action Indemnification. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, including all appeals (other than an action, suit, or proceeding by or in the right of the Corporation), by reason of the fact that she is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by her in connection with the action, suit, or proceeding, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation and that, with respect to any criminal action or proceeding, she had reasonable cause to believe her conduct was unlawful; the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, constitute such proof.
Section 3. Derivative Action Indemnification. Other than in connection with an action or suit in which the liability of a director for voting or assenting to a Statutorily Proscribed Act is the only liability asserted, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that she is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by her in connection with the defense or settlement of the action or suit unless it is proved by clear and convincing evidence in a court of competent jurisdiction that her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation, except that the Corporation shall indemnify her to the extent the court in which the action or suit was brought determines upon application that, despite the proof but in view of all the circumstances of the case, she is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 4. Determinations of Indemnification Rights. Any indemnification under Section 2 or Section 3 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer of the Corporation is proper in the circumstances. The determination shall be made (a) by a majority vote of those directors who in number constitute a quorum of the directors and who also were not and are not parties to or threatened with any such action, suit, or proceeding or (b), if such a quorum is not obtainable (or even if obtainable) and a majority of disinterested directors so directs, in a written opinion by independent legal counsel compensated by the Corporation, or (c) by the court in which the action, suit, or proceeding was brought.
Section 5. Advances of Expenses. Unless the action, suit, or proceeding is one in which the liability of a director for voting for or assenting to a Statutorily Proscribed Act is the only liability asserted, expenses (including attorneys’ fees) incurred by the director or officer of the Corporation in defending any action, suit, or proceeding referred to in Sections 2 or 3 of this Article VI shall be paid by the Corporation, as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer of the Corporation in which she agrees both (a) to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation and (b) to cooperate with the Corporation concerning the action, suit, or proceeding.
Section 6. Purchase of Insurance. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, and self-insurance, for or on behalf of any person who is or was a director, member, officer, committee member, employee, agent, or volunteer of the Corporation, or is or was serving at the request of the Corporation as a trustee, director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, employee benefit plan, trust, or other enterprise, against any liability asserted against her and incurred by her in any such capacity, or arising out of her status as such, whether or not the Corporation would have the power to indemnify her against liability under the provisions of this Article VI or of the Ohio Nonprofit Corporation Law. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
Section 7. Heirs; Non-Exclusivity. The limitation of liability in damages and the indemnification provided by this Article VI shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person and shall not be deemed exclusive of, and shall be in addition to, any other rights granted to a person seeking indemnification as a matter of law or under the Articles of Incorporation, this Code of Regulations, any agreement, or any insurance purchased by the Corporation, or pursuant to any vote of the members or disinterested directors, or by reason of any action by the Board of Directors to take into account amendments to the Ohio Nonprofit Corporation Law that expand the authority of the Corporation to indemnify a director or officer of the Corporation, or otherwise, both as to action in her official capacity and as to action in another capacity while holding an office or position.
Section 8. No Mandatory Indemnification of Volunteers. Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law shall not apply to the Corporation to the extent that it requires the indemnification of volunteers (as that term is defined in Section 1702.01 of the Ohio Nonprofit Corporation Law) other than directors or officers of the Corporation.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall be the twelve (12) month period ending on the last day of June, or such other twelve (12) month period fixed from time to time by the Board of Directors.
ARTICLE VIII
Voting of INTERESTS OR Shares Held by the Corporation
The Chair in person or by proxy or proxies appointed by the Chair, shall, on behalf of the Corporation, vote, act and consent with respect to any membership interest held by the Corporation in any other nonprofit corporation or any shares, other securities, or interests having voting rights issued by other corporations or entities that the Corporation may own, as the Chair may in her discretion determine to be in the best interests of the Corporation, unless otherwise directed by the Board or by a committee of the Board authorized to act for it with respect to such matters.
ARTICLE IX
Amendments
This Code of Regulations may be amended or a new Code of Regulations may be adopted: by the members at a meeting held for that purpose by the affirmative vote of a majority of the members present, if a quorum is present; by the affirmative vote of a majority of the full number of members by mail ballot; or by written action of a majority of the full number of members without a meeting.
ARTICLE X
Dues and Assessments
Dues and assessments, if any, to be paid by the members shall be determined by the Board of Directors, from time to time. Rules concerning dues and assessments, including without limitation the due date for the payment, shall be prescribed from time to time by the Board of Directors. Members, on admission, shall pay initial dues in the amount to be fixed, from time to time, by the Board of Directors.