CODE
OF REGULATIONS
OF
CENTRAL
OHIO FLY FISHERS, INC.
The name of the Corporation is the CENTRAL OHIO FLY FISHERS, INC., a not-for-profit corporation incorporated under the laws of the State of Ohio.
The corporation is organized:
Except as otherwise expressly provided in this Code of Regulations or Articles of Incorporation of the Corporation, the Corporation (and its members, trustees and officers) shall have all the powers, protections and authority conferred upon non-profit corporations under Chapter 1702 of the Ohio Revised Code or any corresponding future legislation.
No part of the net earnings of the Corporation may inure to the benefit of any individual. The Corporation may however, upon and subject to approval by the Board of Directors in each instance, pay reasonable compensation for services and make distributions and payments in furtherance of its purposes. In the event of the dissolution or final liquidation of the Corporation, none of the property of the Corporation, nor any proceeds thereof, may be distributed to or divided among any of the Directors of the Corporation, nor may it inure to the benefit of any individual.
The individuals who serve as Directors of the Corporation shall by virtue of such position serve as the members of the Corporation. The Corporation shall have no voting members other than the Board of Directors.
The Board of Directors may establish associate memberships and charge a membership fee or otherwise establish the terms and conditions of membership in furtherance of the goals of the Corporation.
The business and affairs of the Corporation will be controlled and managed by the Board of Directors. The Board of Directors will have all authority provided by Ohio law or otherwise as approved by the Members from time to time, and as necessary to fulfill the mission of the Corporation.
The number of Directors will not be less than three (3) and be no more than twelve (12). As of the first meeting or Action in Writing of the reconstituted Corporation, the number of Directors is nine (9). The number of Directors may be fixed or changed by resolution adopted by the majority of the Members at any annual meeting or any special meeting called for that purpose, but no reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.
Directors must be members of the Corporation.
The initial nine (9) Directors shall be divided into three groups of three. The first group shall be elected for a one year term. The second group shall be elected for a two year term and the third group shall be elected for a three year term. The successor Directors elected for each of the members of the initial three groups shall be elected for a three year term, thus creating a staggered election of three Directors each year.
Only persons nominated by the Nominating Committee (see Sec. 3.19, infra.) will be considered and voted upon to become Directors. Directors will be elected at the annual meeting of Members, or if not, by such special meeting held to elect Directors, or at a special meeting called for that purpose.
The annual meeting shall be held within ninety (90) days of the closing of the financial records for the preceding calendar year. Regular meetings of the Board may be held monthly, or at such other periodic intervals between annual meetings and at such time as the President may specify. A special meeting of the Board may be called (i) by the President; or (ii) by three (3) of the Directors.
The place of each meeting will be determined by the President.
Written notice of the time and place of each meeting of the Board must be given to each Director either by personal delivery, or by mail, telegram or telecopy at least ten (10) days before each meeting. Notice of a meeting will state the purpose(s) of the meeting, and may include minutes of the previous meeting (subject to approval of the entire Board at such meeting). The Nominating Committee shall also nominate the offices of the Corporation to be appointed or reappointed to serve for the succeeding year.
Any Director may, either before or after any meeting, waive any notice required to be given by applicable Ohio law or under this Code of Regulations. Any waiver of notice must be in writing and filed with or entered upon the records of the Corporation. However, the attendance of a Director at any meeting without protesting the lack of proper notice or at the commencement of the meeting will constitute waiver of notice by such Director.
A majority of the Board of Directors will constitute a quorum, provided that in no event will a quorum consist of less than one third of the whole Board. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Nonprofit Corporation Law, the Articles of Incorporation of this Corporation, or any provision of these Regulations.
In the absence of a quorum at any meeting of the Board, a majority of the Directors present may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At any adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.
Except as otherwise provided in this Code of Regulations or by the Articles of Incorporation, the act of the majority of the Directors present at any meeting of the Board at which a quorum is present will be the act of the Board. Directors may not vote by proxy.
Any action required by law or under the Articles of Incorporation of this Corporation or these Regulations, or any action that otherwise may be taken at a meeting of either the Members or Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with regard to the subject matter of the consent, or all Directors in office, and filed with the Secretary of the Corporation.
Directors may not receive any salaries or other compensation for their services.
Any Director may resign or retire at any time by notifying the President and the other Directors in writing. Any such resignation or retirement will take effect at the time specified in such writing.
A Director may be removed at any time from his or her position as Director only by a majority vote of the remaining Board of Directors and only if such Director (a) has been convicted of or plead no contest to a felony, or a misdemeanor involving fraud, dishonesty or moral turpitude; or (b) has committed an act which tends to disparage or bring disrepute to the Corporation, or (c) has otherwise acted contrary to the goals and purposes of the Corporation, or in violation of this Code or any act or resolution of the Board of Directors.
The Board of may appoint a Nominating Committee and may appoint such other committees, consisting of not less than three (3) Directors selected by the Board, and vest in the same such powers, duties and authority, as the Board of Directors deems appropriate, in its discretion. Such committees will report to the entire Board of Directors at each monthly meeting, and will in all respects be subject to the control of the entire Board.
The Nominating
Committee will consist of three (3) Directors.
The members of the Nominating Committee and the Chairman of the
Nominating Committee will be appointed by the Board of Directors. All members of the Nominating Committee must
be members of the Board of Directors.
The Nominating Committee will nominate persons for election as members
of the Board of Directors at the next annual meeting of the Members, and a list
of such nominees must be included with notice of the annual meeting sent to all
members.
At the meeting of Directors next following the resignation, retirement or removal of any Director, the Nominating Committee will present the name(s) of one or more nominees to fill such vacancy, and the Board must immediately vote to fill such vacancy. The person so elected will commence serving the balance of the term for which he or she is elected at the next monthly meeting of the Board.
The Board of Directors may establish and amend from time to time such bylaws not inconsistent with this Code, as it deems appropriate for the conduct and management of its affairs.
The officers of the Corporation shall consist of a President, a Treasurer, a Secretary, and if desired a chairman of the Board, one or more Vice Presidents and such other officers and assistant officers as may be deemed necessary, elected in accordance with the provisions of this Article. All officers shall be appointed by and subject to the approval of the Board Directors. Any two offices may be held by the same person, but no officer may execute, acknowledge or verify any instrument in more than one capacity. The officers of the Corporation will have the authority to perform the duties prescribed in this Code of Regulations, and such others as the Board of Directors may authorize, from time to time.
The officers of the Corporation will be elected or confirmed annually by the Board of Directors at the Board's first meeting of each calendar year. Vacancies may be filled or new offices created and filled at any meeting of the Directors. Each officer will hold office at the pleasure of the Board of Directors and unless earlier removed by the Board, for a term of one (1) year and until his or her successor will have been duly elected and qualified. The President may remove any officer subject to ratification by the Board of Directors. No election or appointment of any officer will by itself be deemed to create or impute any contract or other rights, or any term of employment.
The Board may remove from office any officer, agent or employee previously elected or appointed by the Directors, with or without cause, whenever in its judgment the best interests of the Corporation would be served thereby.
Any officer may resign at any time by giving written notice to the President. Any such resignation will take effect at the date of receipt of such notice or at any later time therein specified. Unless otherwise specified, the acceptance of any resignation will not be necessary to make it effective.
Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, will be filled by the Board of Directors for the unexpired portion of the term, at the next regular or special meeting of the Board.
The President will be the chief executive officer of the Corporation and must execute, implement, and supervise all of the business and affairs of the Corporation. He or she will preside over all meetings of the Board of Directors, Members, and will be an ex-officio Member of all other committees. In addition, the President must perform such other duties as may be prescribed by the Board of Directors from time to time. He or she is subject to the control and authority of the Board and must report at each meeting of the Board on all his or her activities.
The Treasurer will have charge and custody of and be responsible for all funds of the Corporation and the receipt, safe keeping and disbursement of the same. Without limiting the generality of the foregoing, he or she must: keep detailed and accurate records of all receipts of and disbursements by the Corporation and report on the same to the Board of Directors; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such federally insured banks, trust companies or other depositories as designated by the Board of Directors; and, in general, perform all duties incident to the office of Treasurer and such other duties as prescribed by law or from time to time assigned to him or her by the Directors.
The Secretary must keep and maintain custody of, ensure the accuracy of, and be responsible for all records of the Corporation. Without limiting the generality of the foregoing, the Secretary will: record, keep, and maintain, the minutes of the meetings of the Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with this Code of Regulations and as required by law; be custodian of the records of the Corporation, attest all documents, the execution of which on behalf of the Corporation has been duly authorized in accordance with this Code of Regulations and as required by law; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
Except as limited by law, the Articles of Incorporation or this Code of Regulations, the Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by this Code of Regulations, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances, and may be subject to any conditions, restrictions, or limitations established by the Board of Directors. Notwithstanding anything to the contrary in this Code, unless duly approved by the entire Board of Directors, no Committee, Director, officer(s), employee(s) or agent(s) may:
All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of, or involving funds of, the Corporation must be signed by two (2) of the officers of the Corporation, consisting of the President and Treasurer or their designees; provided, however, that the Board of Directors may authorize an individual officer to sign and deliver checks or drafts for ordinary business expenses provided the same do not exceed the sum of Two Thousand and 00/100 Dollars ($2,000.00) or such lesser amounts as provided in any budget or directive adopted by the Board.
The Treasurer and/or President must cause funds of the Corporation to be deposited to the credit and in the name of the Corporation in such federally insured banks, trust companies or other depositories or deposit accounts as the Board of Directors may from time to time select.
The Board of Directors may elect, appoint, retain, or engage such persons or entities as they deem appropriate, in their discretion, to act in an advisory capacity to the Corporation, including, without limitation, attorneys, accountants, and other professional advisors.
The Corporation, by and through the Secretary, must keep detailed, accurate and complete books and records of its business, accounts and activities, and must also keep detailed, accurate, and complete minutes of the proceedings of its Directors. The Corporation, by and through its Secretary, must keep at the registered office of the Corporation a record of the names and addresses of all of the Members and Directors. All books and records of the Corporation may be inspected by any Member, Director, or his or her agent or attorney for any purpose at any reasonable time upon reasonable notice.
The fiscal year of the Corporation will begin on the first day of January and end on the last day of December in each calendar year.
Whenever any notice is required to be given by this Code of Regulations, the Articles of Incorporation of the Corporation, or by the Ohio Revised Code, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, will be deemed equivalent to the giving of such notice. Furthermore, the appearance by any Member or Director at any meeting without objecting in writing to the absence or deficiency of notice will be deemed a waiver by such Member or Director of such absence or deficiency.
Except as otherwise provided in this Article 10 or as otherwise prohibited by law, the Corporation must indemnify each person who, by reason of being or at any time having been a Director, officer or volunteer of the Corporation, is named or otherwise becomes or is threatened to be made a party to any action, suit, investigation or proceeding (or claim or other matter therein), and the Corporation by the Board may indemnify any other person as deemed proper by the Board, against any and all costs and expenses (including attorneys' fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative, or otherwise with respect to which such person is named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Director, officer, volunteer, employee or other agent of or in a similar capacity with the Corporation, or by reason of being or at any time having been, at the direction or request of the Corporation, a Director, officer, volunteer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan and the Corporation.
Unless the only liability asserted against a Director in an action, suit, or proceeding referred to in Section 10.1 is pursuant to Section 1702.55 of the Ohio Revised Code, or unless it is proved, by clear and convincing evidence in a court of competent jurisdiction that the act or omission of the Director, officer or volunteer for which liability is being asserted in an action, suit, or proceeding referred to in Section 10.1 was one undertaken with a deliberate intent to cause injury to the Corporation or was one undertaken with a reckless disregard for the best interests of the Corporation, any Director, officer or volunteer who is the subject of an action, suit or proceeding referred to in Section 10.1 will be entitled to the indemnification mandated by such Section 10.1.
Upon the request of a Director, officer or volunteer who is the subject of an action, suit or proceeding referred to in Section 10.1, the Corporation will pay the expenses incurred by such Director, officer, or volunteer in defending the action, suit, or proceeding, including attorneys' fees, 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, officer or volunteer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation.
For purposes of this Article 10, the term "officer" means each officer and any other officer designated by the Board pursuant to Article 4. The term "volunteer" has the same meaning as provided in Section 1702.01(M) of the Ohio Revised Code, or any successor provision thereto.
Each request of any person other than a Director, officer, or volunteer, who is or may be entitled to indemnification, will be reviewed by the Board, and indemnification of such person will be authorized by the Board only if it is determined by the Board that indemnification is lawful and proper in light of the facts of that particular situation.
Notwithstanding anything to the contrary in this Article 10, no person will be indemnified to the extent, if any, it is ultimately determined by a court of competent jurisdiction that indemnification is contrary to applicable Ohio law.
The Corporation may purchase and maintain such insurance on behalf of any person who is or at any time has been a Director, officer, volunteer, employee or other agent of or in a similar capacity with the Corporation, or who is or at any time has been, at the direction or request of the Corporation, a Director, officer, volunteer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person.
This Code of Regulations may be altered, amended or repealed and a new Code of Regulations, or portion thereof may be adopted only by a majority vote of the Directors present at any regular or at any special meeting.