OhioSMART - OhioSMART Bylaws

OHIOSMART BYLAWS

Bylaws of Ohio SMART (revised December 21, 2019)

ARTICLE I

NAME, LOCATION, AND PURPOSE

1.1 Name. The name of the non-profit corporation shall be Ohio SMART, (hereinafter referred to as “the Corporation”).

1.2 Location. The Corporation shall maintain in the State of Ohio a registered office and a Registered Agent at such office. The principal office of the Corporation, and such other offices as the activities of the Corporation may require, shall be located at such place or places in the State of Ohio as may be designated by the Board of Directors.

1.3 Purpose. As provided in the Articles of Incorporation, the purpose of the Corporation shall be:

a. To engage in any lawful act or activity for which a nonprofit corporation is organized under the laws of the State of Ohio.

b. To provide educational, social, and recreational activities, lectures, demonstrations, workshops, conferences, meetings, written materials and electronic access to said materials, to provide skills and technique training and speaker training, to promote the practice of risk-aware and consensual sexual activities in personal relationships, to promote safer sex practices, provide AIDS, CPR and First Aid education, to raise funds for the work of the Corporation and for charitable organizations, to foster interaction among the heterosexual, lesbian, gay, bisexual, and transgender communities, and to conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including the US Internal Revenue Code of 1984 (“Code”), as the same may be amended or supplemented, and other such laws governing Ohio nonprofit corporations exempt from Federal income tax under Code Section 501(c)(7).

c. The Board of Directors shall be authorized to adopt such other rules, regulations and policies as are necessary to carry out the purposes of the Corporation, to effect compliance in all respects with Code Section 501(c)(7), or the corresponding provisions in any subsequent federal tax laws. The Corporation shall not engage in any activity not permitted to be carried on by a corporation exempt from Federal income tax under Code Section 501(c)(7).

ARTICLE II

MEMBERS

2.1 Members. The Corporation shall have members, who shall be classified by one of the following membership categories: Active, Founding or Emeritus. Persons must be nineteen (19) years of age or older to be eligible for any of the categories of membership without condition.

a. Active Members. Anyone who pays the annual membership price shall be in the category known as Active Members. It is also expected that each member volunteer throughout the year.

b. Founding Members. Anyone who is granted a lifetime membership to the Corporation in honor of the founding of the organization shall be in the category of Founding Members. Founding members are granted free admission to all events including one-time and annual events.

c. Emeritus Members. Anyone who is granted a lifetime membership to the Corporation in honor of at least three (3) years of elected leadership and free admission to all monthly events which does not include one-time or annual events shall be in the category of Emeritus Members.

2.2 Member Benefits.

a. All Members in good standing will receive an annual membership card, discounted entry to meetings and events, free admission to member-only events and other benefits as designated by the Board of Directors.

b. All Members have the right to attend any non-Executive Session meeting of the Board of Directors and have the right to be heard on any agenda item or item of new business provided, however, the amount of time allowed to each member shall be governed by the number of members who wish to address the Board and the time allotted for the meeting.

2.3 Voting.

a. Each Active, Founding and Emeritus Member shall have one vote in the election of the Board of Directors. Such votes may be conducted during the annual meeting of the membership as permitted by resolution of the Board of Directors. All Members in good standing are entitled to:

i. Vote on matters submitted to a vote of the membership of the Corporation;

ii. Serve as a member of the Board of Directors of the Corporation.

b. No member may vote whose annual membership dues are unpaid. Membership must be current as of the Monday of the week voting occurs.

2.4 Membership. Each applicant for membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by the Bylaws of the Corporation and any other Rules or Regulations adopted by the Board of Directors. The application shall state the legal name and address of the applicant. Accompanying the application, the prospective member shall submit dues payable for the current year. All memberships are valid for one year from the month of application or renewal.

2.5 Dues. The Board of Directors shall set annual membership dues for Active Members. Founding and Emeritus Members are not required to pay dues. In cases of hardship, a member’s dues may be waived by a majority vote of the Board of Directors.

2.6 Annual Meeting of the Membership.

a. The Board of Directors shall hold one general membership meeting annually to address the state of the Corporation with the Members. This meeting shall be held annually at a location within the State of Ohio, in the month of May on a date to be determined by the Board of Directors, for the purpose of transacting such corporation business as may properly come before the meeting, without notice other than this Bylaw and such resolution.

b. Notice of the date and location of said meeting shall be delivered by electronic mail to all current Active, Founding and Emeritus Members by the Board of Directors at least thirty (30) days prior to the meeting date.

c. The Board may provide by resolution the time and place inside the State of Ohio for the holding of additional regular meetings of the membership without notice other than this Bylaw and such resolution.

2.7 The election of the Board of Trustees for the next fiscal year will be held by the Membership present.

a. A Special Meeting of the Membership of the Corporation may be called upon presentation to the Board of a signed written petition or electronic messages from not less than ten percent (10%) of the Voting members. Whether the 10% eligibility criterion has been met shall be determined solely by an Officer of the Corporation who has compared and confirmed the list of petitioners are in good standing according to the current membership roster. The person or persons who called the Special Meeting of the membership may fix any place within fifty (50) miles of Cleveland, OH as the place for holding any Special Meeting of the Membership called by the membership. Notice of any Special Meeting of the Membership shall be sent to each member electronically, not less than fifteen (15) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting. Any member may waive notice of any meeting before, at, or after such meeting.

b. Twenty percent (20%) of the Corporation’s Voting members shall constitute a quorum for the transaction of business at any special meeting of the membership, provided, that if less than twenty percent of the current members are present at said meeting, a majority of the current Members present may adjourn the meeting. Only current Members shall be counted toward the constitution of a quorum. Members must be present at the time of voting and may not send a proxy to vote or constitute quorum.

2.8 Offenses Affecting Membership or Application Status

a. Any prospective or current member of the Corporation may be barred from membership or may be suspended, reprimanded or otherwise disciplined, if such member is or has at any time within the preceding two years been in material noncompliance with the policies of the Corporation. Procedures for the enforcement of the Corporation shall be determined and defined by the Board.

b. Any member or guest who has violated Board Policy or Procedures may be:

i. Given a restricted membership or event attendance wherein they are prohibited from certain club functions;

ii. Given a suspension of membership during which said individual may not attend any organizational functions; or

iii. Permanently expelled from the Corporation.

If the individual is not a member, their application for membership may be denied, and they may be barred permanently or for a period of time from participation in club functions.

2.9 Duration of Membership and Resignation.

Any member may resign their membership at any time upon filing a written resignation

with any member of the Board of Directors. All rights, privileges and interests of the resigning member in the Corporation shall cease upon the termination of membership; provided, however, that such termination shall not extinguish such member’s financial obligations, if any.

2.10 Denial or Revocation of Membership. If, in the judgment of the Board, the interests of the Corporation would be served thereby and after an appropriate hearing, any applicant may be denied membership and any member may be removed from membership by the affirmative vote of not less than two-thirds (2/3) of the votes cast at a meeting of the Board at which a quorum is present, excluding the vote of the member under consideration for removal if such member is a member of the Board. A material violation of the policies of the Corporation on may constitute grounds for such removal; however, appropriate grounds for removal shall not be limited to violations of the policies of the Corporation. Nonpayment of dues shall constitute automatic revocation of good standing as a member, with no Board vote or hearing required prior to such good standing revocation.

2.11 Appeals.

a. Any member who is penalized for one of the offenses prescribed in the policies of the Corporation shall have the right to appeal the action pursuant to the procedures prescribed in Article XI Grievance Resolution herein.

b. Any member may appeal a Board action affecting their membership status by filing a written appeal of said action and delivering it to any Board member within sixty (60) days of the action. The Board shall hear the appeal.

c. Any guest who is penalized for one of the offenses prescribed in the policies of the Corporation may file a written appeal. The Board at its discretion may choose whether or not to complete the appeal process.

2.12 Placing Grievances on the Agenda. Any current Member shall be entitled to place a grievance on the agenda of any regular Board meeting, for discussion, if it is given to any Board member in writing or via electronic mail at least forty-eight (48) hours prior to any such meeting. The grievance will be addressed that evening when possible or tabled for further action by a majority vote of the Board members present. The Board, at its sole discretion, may refer an appeal or grievance to a mediator for fact finding and a review.

Requests for Arbitration. Upon the issuance of the mediator’s recommendation and ensuing Board decision, any member may request arbitration regarding a ruling of the Board of Directors on any grievance by filing a written request for review of said ruling and delivering it to any Board member within sixty (60) days of the ruling. The filing shall state the grounds for the grievance, which must be based upon noncompliance with the Bylaws of the Corporation, noncompliance by the Board of the Corporation’s policies or noncompliance by the Board of one of the Corporation’s written policies and procedures as ratified by the Board. The Board, by majority vote of those Board members voting at a meeting at which a quorum is present, may, at its sole discretion, decline the request for arbitration if in the opinion of the Board the request does not state valid grounds for filing the grievance, such grounds stated herein. The request for review, if accepted, shall be heard by the Arbiter. At its sole discretion, the Board may refer the grievance for professional arbitration.

ARTICLE III

RECIPROCAL AFFILIATES

3.1 Reciprocal Affiliates. Individuals who have current membership status in an organization that has a similar purpose to the Corporation’s as enumerated in Section 1.3.b., issues membership cards, has

annual membership dues of at least ten dollars and meets the Corporation’s reciprocal affiliate agreement shall be known as Reciprocal Affiliates.

3.2 Events. Reciprocal Affiliates are eligible to attend all special interest groups, monthly events and one time annual events at the Active Member rate. They are not eligible to attend member-only events.

3.3 Voting. Reciprocal Affiliates are not eligible to vote in any elections or other issues that require a vote of the membership.

ARTICLE IV

GUESTS

4.1 Guests. Individuals who wish to attend monthly events of the Corporation without joining as members shall be known as guests. Guest are expected to RSVP, attend a Newcomer's Orientation when available or attend with a member in good standing.

4.2 Events. Guests are eligible to attend all events and special interest groups with exception of Member Only parties.

4.3 Voting. Guests are not eligible to vote in any elections or other issues that require a vote of the membership.

4.4 Limitations. Guests are only allowed to attend three (3) events per twelve (12) month period before being required to become active members of the Corporation and pay the annual membership dues.

ARTICLE V

BOARD OF DIRECTORS

5.1 Management. Except as otherwise provided in the Articles of Incorporation, the business, property and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. It shall be the Board’s duty to ensure that the objectives and purposes of the Corporation are carried out; to this end, the Board may exercise all powers of the Corporation, subject to the restrictions and obligations set forth by statute and the Corporation’s Articles of Incorporation and Bylaws.

5.2 Number, Eligibility, Election, Tenure and Vacancies.

a. The number of Board Members of the Corporation shall be fixed at five (5) members. Such number shall be not less than three (3), pursuant to Section 5.2i of this Section. Five (5) Board Members shall be elected by the membership.

b. Candidates for election must be Voting Members of the Corporation in good standing ninety (90) days prior to the May meeting of the year in which they seek election and must maintain their membership status throughout their terms.

c. Spouses and significant others are not eligible to serve on the Board simultaneously. Questions of eligibility shall be determined by a vote of the majority of the Board at a meeting at which a quorum is present.

d. Qualified individuals may seek election to the Board by filing a Statement of Candidacy with the Board of Directors by 11:59 p.m. Eastern time seven (7) calendar days before the elections take place.

e. With the exception of Board members elected by the Board to fill a vacancy, Board Members shall be elected by the Voting Members. Names of the Officers (Chair, Secretary, and Treasurer) are required to be listed on the Corporate Charter and filed with the State of Ohio. These individuals shall serve as Officers of the Corporation. The remaining Board Members shall be referred to as “At-Large Board members”. Names of the two (2) At-Large Board members are not required to be listed on the Corporate Charter or filed with the State of Ohio.

f. Write-in candidates shall be permitted, provided that the candidate has been a current Voting Member in good standing for ninety (90) days prior to the elections. Write-in candidates will not have an opportunity to address the membership prior to the election.

g. Board members shall be elected for terms of one year. Terms begin on February 1 and terminate on January 31. Should a vacancy occur, the board may appoint a replacement to fill out the remainder of that term, as provided for in Section 5.2(h) of these by-laws.

h. Should less than five (5) candidates stand for election by the membership, or should a vacancy occur, or in the case of an appointed Board Member, the Board, at its sole discretion, may elect additional Board Members, provided the size of the Board does not exceed five (5). Such election shall be made by a vote of two-thirds (2/3) the Board members.

i. Any Board member appointed to or elected by the Board to fill a vacancy shall be known as an Acting Board member and will require a ninety (90) day trial period for the membership to approve said appointment. The membership may submit an objection to the appointment with a signed written petition or electronic messages from not less than ten percent (10%) of the Voting members. Whether the 10% eligibility criterion has been met shall be determined solely by the Officers of the Corporation who has compared and confirmed the list of petitioners are in good standing according to the current membership roster. If the membership has filed an objection to Board appointments, then a Special Election will be called with thirty (30) days’ notice. If no objection is filed within the ninety (90) day trial period the appointee will become a Full or At –Large Board member as the Board designates.

j. Annual elections for the Board of Directors will be held during the Annual Meeting of the Membership as enumerated in section 2.6. At the annual elections, the members in good standing shall first elect the three (3) Officers of the Board. If a member is elected at this stage, they will not be eligible to run as an At-Large Board member. The two (2) At-Large Board members shall be elected after the Officers using the same electoral procedure as the Full Board member elections.

5.3 Annual Meeting of the Board of Directors. The annual meeting of the Board of Directors for the appointments of the Board to the positions of Chairperson/President, Secretary and Treasurer

and the transaction of such business as may properly come before the meeting shall be held within seven (7) calendar days of the election, or at such other time and place, inside the State of Ohio, as the Board, by resolution, may fix.

5.4 Regular Meetings of the Board of Directors. No notice shall be required for regular meetings of the Board, for which time and place have been fixed by resolution of the Board.

5.5 Special Meetings of the Board of Directors. A Special Meeting of the Board shall require a three (3) day notice, and may be called without statement of a purpose for the meeting. A petition signed by or electronically ratified by a minimum of one-third (1/3) of the Board members may call Special Meetings of the Board. A Special Meeting shall require a quorum, and any action taken at a Special Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws.

5.6 Emergency Meetings of the Board. Emergency Meetings of the Board may be called on twenty-four (24) hour written notice that is electronically transmitted from three members of the Board. Emergency Meetings must be called for a specific purpose. An Emergency Meeting shall require a quorum, and any action taken at an Emergency. Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws.

5.7 Notice or Waiver of Notice.

a. No notice shall be required for regular meetings for which time and place have been fixed by resolution of the Board.

b. Notice of Special Meetings or for Emergency Meetings of the Board shall be delivered to all Board members in writing by electronic transmission and must specify the date, time, location, and, if necessary, the purpose of the meeting. Notice provided by electronic transmission shall be deemed given when directed to an electronic mail address at which the Board member has consented to receive notice; if by a posting on an electronic network together with separate notice to the Board member of such specific posting when such notice is directed to an address at which the Board member has consented to receive notice, upon the later of such posting or the giving of such separate notice; and if by any other form of electronic transmission, when consented to by the Board member.

c. The Board of Directors may waive notice of any meeting in writing, and the attendance of any Board member at any meeting shall constitute a waiver except when a Board member attends to object, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.8 Quorum. A majority of the voting Board members in office shall constitute a quorum for the transaction of any business. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn a meeting of the Board.

5.9 Manner of Acting. Except as otherwise provided herein, at a meeting where a quorum is present, a majority vote of the Board members shall be required to constitute an act of the Board. Each Board member present shall be entitled to one (1) vote on all matters submitted to a vote of the Board. In certain circumstances such as changes to the bylaws or the Corporation, a majority vote of the elected three (3) Officers of the Board, namely the Chairperson/President, Secretary and Treasurer as enumerated in Section 6.1 through 6.4, will be required.

5.10 Officers of the Board of Directors. The Board of Directors shall elect a Chairperson/President, Secretary, and Treasurer as Officers of the Board of Directors. The Chairperson shall be the Chief Executive Officer of the Corporation, and shall have duties as designated by the Articles of Incorporation, these Bylaws, or as prescribed by the Board of Directors by resolution.

5.11 Agents, Accountants and Attorneys. The Board shall employ such agents, accountants and attorneys as are necessary to assist the Board in discharging its obligations and fulfilling the fiduciary duties.

5.12 Resignation. A Board member may resign at any time by giving written notice sent via mail or electronic mail to the Board of Directors. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

5.13 Compensation of the Board of Directors. No monetary compensation shall be paid to any Board Member.

5.14 Action by Consent. Any action required to be, or which may be, taken by the Board may be taken without a meeting if all members of the Board consent. The consent must be in writing, stating the action to be taken and including the signature of all Board members. The consent will be filed with the corporate records.

5.15 Meeting by Telephone or Similar Communications Equipment. The members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or any such committee, as the case may be, by means of which all persons participating can hear and speak with each other. Participating in such meeting shall constitute the presence in person by such member at any meeting. The notice requirements of Sections 5.5, 5.6 and 5.7 hereof shall apply to meetings conducted under this Section 5.13 unless all Board members holding office are participating, can hear each other, and orally waive such notice at the beginning of the meeting.

5.16 Minutes. The minutes of each meeting of the Board shall be recorded by the Secretary and shall include results of the deliberations of the Board. The minutes shall be submitted to the Board for approval at the subsequent meeting of the Board. If the Secretary is not present at any portion of a meeting, the Chair shall appoint another Member of the Corporation to record the minutes during that period. Minutes shall be available for review by members in good standing upon written request. These documents will not be distributed in a public or electronic format to prevent illegal distribution.

5.17 Removal. If, in the judgment of the Board, the interests of the Corporation would be served thereby, any Board member may be removed from office by unanimous vote of the entire Board minus one, including the Board member whose removal is being considered.

ARTICLE VI

OFFICERS OF THE BOARD

6.1 Officers of the Board. The officers of the Board of Directors shall be Chairperson/President, Secretary, and Treasurer.

6.2 Chairperson. The Chairperson shall oversee the meetings of the Board of Directors and serve as the Chief Executive Officer of the Corporation. Primary duties are to ensure that the corporation's mission is fulfilled. The chairperson facilitates board meetings and creates an atmosphere so that business can be conducted in an orderly fashion. The Chair's duties often include acting as its head, its representative to the outside world and its spokesperson.

6.3 Secretary. The Secretary shall have custody of the books, records, documents, and seal of the Corporation, if applicable, shall attest to the validity of deeds, contracts, leases, and other legal instruments and documents, and shall perform the duties specified by the Board of Directors. The Secretary or designee shall attend all meetings of the Board of Directors and committees thereof, shall serve as parliamentarian at all such meetings and shall keep a record of all actions and minutes of all such meetings.

6.4 Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have custody of all funds and securities of the Corporation, shall be responsible for the receipt and disbursement of all monies of the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors. The Treasurer shall keep proper books of accounts of such receipts and disbursements and shall prepare financial statements consistent with generally accepted accounting principles in such forms and at such times as may be required by the Board of Directors. All checks, drafts, other orders for the payment of money, notes or other indebtedness issued in the name of the Corporation shall be signed by the Treasurer and such other Board members, as otherwise prescribed by the Board of Directors. The duty of the Treasurer is not to exercise discretion in how money is spent, but to distribute the funds that have been allocated by the Board. At any time with in a 72-hour period, the records of all fiduciary accounts shall be made available to the Board or designated accounting professionals.

6.5 Election of Officers. Each office shall be elected from the elected Board of Directors. The officers shall be elected by a majority of the Board at the first meeting after the annual elections occur.

6.6 Assignment of Responsibilities. Once officers have been elected, the other duties and responsibilities of the Corporation will be assigned by the officers. Each elected board member may have more than one duty and responsibility assigned to them.

6.7 Duties and Responsibilities. Other duties and responsibilities to assign shall be as follows:

* Facilities

* Security

* Volunteer Coordinator

* Marketing-Print, Electronic, Social Media

* Communications-Correspondence

* Website

* Program Coordinator (speakers, educational events, SMART Beginnings)

* Membership Coordinator

* Special Interest Group Liaisons

* Newcomer's Orientation

* Hospitality

* Administration of one-time and annual events

Ad-hoc or other areas as needed

6. 8 Resignation. An Officer may resign at any time by giving written notice sent via mail or electronic mail to the Chair, the Secretary, or the entire Board. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

6.9 Compensation of Officers. No monetary compensation shall be paid to any Officer.

6.10 Removal. Any Officer elected by the Board of Directors may be removed at any time, with or without cause, by a simple majority vote cast at a meeting of the Board at which a quorum is present, excluding the vote of the Officer under consideration for removal. Any vacancy occurring in any office of the Corporation may be filled for the unexpired term by resolution of the Board of Directors in accordance with these bylaws.

ARTICLE VII

INDEMNIFICATION

7.1 Limitation of Liability. The personal liability of the Board of Directors, Officers, Program Directors and Committee members appointed by and acting at the behest of the Board is hereby eliminated to the fullest extent permitted by law.

7.2 Indemnification. The Corporation shall, to the fullest extent permitted by the Act, save, indemnify and hold harmless 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, by reason of the fact that he, she or ze is or was a Board member, Officer, or duly appointed committee member of the Corporation, against all of the expenses and liabilities including attorney’s fees, actually and reasonably incurred by them in connection with the defense or settlement of such action or suit. The indemnification provided for herein shall be deemed not exclusive of any other rights to which those indemnified may by entitled under any Bylaw, agreement, vote of disinterested Board members, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a Board member, Officer or duly appointed committee member of the Corporation, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such a person. The Corporation shall be authorized but not required to purchase insurance for the purpose of such indemnification.

ARTICLE VIII

REPORTS AND AUDITS

8.1 Reports. The Corporation shall publish an annual report for the preceding fiscal year. Such report shall include a comprehensive and detailed statement of the Corporation’s operations, activities, financial condition and accomplishments for the preceding fiscal year.

8.2 Audits. The Corporation shall keep correct and complete books and records of account. At the will of the Board of Directors, the accounts of the Corporation may be audited from time to time, in accordance with generally accepted auditing standards, by independent licensed public accountants certified or licensed by a regulatory authority of a state or other political subdivision of the United States. The report of each audit shall be included in the annual report required by Section 8.1 hereof.

ARTICLE IX

DURATION AND DISSOLUTION

9.1 Duration. The duration of the Corporation shall be perpetual, except that it may be dissolved in the manner provided by the Act, the Corporation’s Articles of Incorporation, and these bylaws.

9.2 Dissolution. Before the Corporation may be dissolved, the Board must first adopt, by not less than two-thirds (2/3) of those casting their votes at properly noticed meetings at which a quorum is present, a resolution recommending the dissolution of the Corporation. Upon such approval, a motion for dissolution shall be submitted to a vote of the membership. The motion shall be deemed passed by the membership only if approved by the affirmative vote of a majority of the voting members of the Corporation in good standing casting their votes at a properly noticed membership meeting at which a quorum is present.

9.3 Distribution of Assets. Upon the dissolution of the Corporation, and after paying or making provision for the payment of all the liabilities of the Corporation, the Board shall distribute all the assets of the Corporation for one (1) or more exempt purposes authorized by Code Section 501(c) or such assets shall be distributed to the state or local government for a public purpose, in such manner as the Board shall determine.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be from June 1 to May 31 with reports of receipts and disbursements available to the Board of Directors at each annual meeting or at such other time or times as the Board may require.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 Conflicts of Interest.

Subject to the requirements of Code Section 501(c)(7), where any Officer, Board member of the Corporation, or any spouse, significant other or family member of any Board member, is a Director or Officer of, or has a financial interest in, any other corporation, partnership, or other organization with which the Corporation has entered into any contract, grant or other transaction, such Board member shall disclose in writing to the Board of Directors all material facts as to their relationship or interest or the relationship or interest of their spouse or family member, as the case may be. Such Board member shall recuse themselves from any participation of the Corporation with respect to such contract, grant or transaction; provided, however, that any such Board member may be counted in the determination of a quorum at any meeting of the Board of Directors at which such contract, grant or transaction is authorized, approved or ratified or is otherwise the subject of discussion.

No Board member or Officer shall use, for financial or other advantage, confidential information to which they have access by virtue of their position with the Corporation. In addition, no Officer or other individual who is elected or employed by the Corporation on a full or part-time basis shall use, for financial or other advantage, any proprietary information of the Corporation (whether confidential or not).

11.2 Corporate Seal. The corporate seal if applicable shall be in such form as the Board of Directors shall prescribe.

11.3 Rules of Order. Open communication and consensus shall be the preferred method of oversight during meetings. Robert’s Rules of Order shall govern all parliamentary questions not provided for in the Bylaws.

11.4 Bylaws. The Corporation reserves the right, from time to time, to amend, alter or repeal any of these Bylaws as may be authorized by the laws of the State of Ohio at the time in force, and provisions may be added or inserted in the manner and at the time prescribed by said laws. All rights at any time conferred upon the Board of Directors or Officers or employees of the Corporation by these Bylaws are granted subject to the provisions of these bylaws. These bylaws may be amended for grammar and formatting at any time with approval from ⅔ of the current board. All substantial amendments to bylaws must be changed by the affirmative majority vote of the Current Members of the Corporation in good standing, casting their votes at a properly noticed meeting of the membership at which a quorum is present, provided ten (10) day notice of the meeting has been sent to the membership that includes the proposed changes.

ARTICLE XII

GOVERNANCE OF THE ORGANIZATION

12.1 The Organization. The duty of the Board of Directors is to govern the Corporation.

12.2 Duties. The members of the Board of Directors shall perform the following duties for the Corporation:

The Chairperson of the Board shall serve as the Chairperson of the Corporation.

The Secretary of the Board shall serve as the Secretary of the Corporation.

The Treasurer of the Board shall serve as the Treasurer of the Corporation.

The remaining Board members shall have such duties within the Corporation as shall be defined by the Board.

12.3 Policies and Procedures of the Organization. Policies and Procedures for the Corporation shall be promulgated by the Board of Directors by resolution and may be amended, repealed or otherwise changed by similar resolution.

12.4 Differentiating Bylaws from Policies and Procedures. A Bylaw is defined as a rule or regulation which must be applied within the Corporation in determining the manner of the conduct of business and the rights and liabilities of members. Policies and procedures are rules which must be applied within the Corporation to the day to day activities of the Corporation.

ARTICLE XIII

GRIEVANCE RESOLUTION

Any member may appeal an action affecting the membership status of such member by filing a written grievance with the Board and following the procedure as described in the Conflicts Resolution policy of the Corporation. If a grievance cannot be resolved, the services of a professional mediator will be utilized per request of the member.

Article XIV

Inurement

The Corporation is not organized for pecuniary profit or for the benefit of an individual or for-profit entity and shall not have authority to issue capital stock. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Board members, Officers, employees, members or another 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 herein.

ARTICLE XV

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the Act, the Corporation’s Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equitant to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends such meeting the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.

Article XVI

Declaration of Policy

Responsibility and authority for any declaration of Corporation policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board. Members of committees, or other subdivisions of the Corporation, are not authorized directly or indirectly to commit the Corporation in any way or in any manner, financially or otherwise, without prior approval by the Board, except as specified in the approved budget or in specific resolutions of the Board. The Board, except as herein otherwise provided, shall have control of the affairs of the Corporation, including all matters relating to the acquisition, holding, management, control, investment and disposition of the funds and other property of the Corporation.

Article XVII