REGULATIONS
FOR
SENECA COUNTY EDUCATIONAL FOUNDATION FOR WOMEN
These Regulations are adopted pursuant to Section 1702.11 of the Ohio Revised Code for SENECA COUNTY EDUCATIONAL FOUNDATION FOR WOMEN, (hereinafter referred to as the Corporation), a non-profit corporation organized in accordance with the laws of the State of Ohio.
ARTICLE II
Members
Section 1. Qualifications The Members of the Corporation shall be any person who is a member of the Tiffin Branch of the American Association of University Women.
Section 2. Meetings Meetings of the Members may be held at any time upon call by the President of the Board of Directors or their representative, or any three (3) Members of the Corporation. The annual meeting of the Members shall be held as determined by the Board of Directors. Regular meetings of Members may be held at such time and places as may be provided for by the Members. At any meeting of the Members, a quorum shall consist of the majority of Members.
ARTICLE III
Board of Directors
Section 1. Powers Except as otherwise provided in these Regulations, the Articles of Incorporation of the Corporation and the laws of Ohio, all of the corporate powers and authority of the Corporation shall be exercised by the Board of Directors, and all property, assets and business of the Corporation shall be subject to its direction and control.
Section 2. MembershipThe Board of Directors shall consist of five (5) members.
Section 3. Meetings Meetings of the Board of Directors may be held at any time upon call by the President or Vice President or any three (3) Directors. Regular meetings of the Board of Directors may be held at such times and places as may be provided for in resolutions adopted by the Directors. Notice of every meeting of the Board of Directors, stating the time, place and purpose thereof, shall be sent to each Director by mailing the same to the address appearing on the records of the Corporation at least three (3) days before any such meeting. At any meeting of the Board of Directors, a quorum shall consist of at least fifty-one percent (51%) of the authorized number of Directors.
The organizational meeting of the Board of Directors shall be held immediately after the annual meeting of Members.
Section 5. VacanciesWhenever a vacancy exists in the Board of Directors because of death, resignation or removal, said vacancy may be filled for the remainder of the unexpired term by the remaining Directors.
All vacancies shall be filled within ninety (90) days after the creation thereof.
ARTICLE IV
Committees
Section 1. Creation The Board of Directors may at any time authorize the creation of any special committees. The President shall appoint the members of any such committees.
Section 2. Duties The duties, responsibilities and period of existence of such committees shall be determined by the Board of Directors.
ARTICLE V
Officers
Section 1. Election The Directors, at the annual meeting or at a special meeting held in lieu thereof, shall elect a President of the Board of Directors, a Vice President, a Secretary, a Treasurer and, in their discretion such other officers as the Directors authorize. Any two offices, other than those of President and Vice President, may be held by a single person.
Section 2. Term; Vacancy The officers of the Corporation shall hold office until the next annual meeting of Directors, or meeting in lieu thereof, and until their successors are elected and qualify, except in case of prior resignation, death or removal.
Section 3. PresidentThe President shall preside at all meetings of the Directors. The President shall be the chief executive officer of the Corporation and shall perform all the duties usually incident to such office, subject to the directions of the Directors. She shall have such other powers and duties as may be prescribed by the Directors.
Section 4. Vice President The Vice President shall have such powers and duties as may be prescribed by the Directors or as may be delegated by the President. In case of the absence or disability of the President or when circumstances prevent the President from acting, the Vice President shall perform the duties of the President.
Section 5. Secretary The Secretary shall attend and keep the minutes of all meetings of the Board of Directors. He or she shall keep such books as may be required by the Directors and shall give all notices of meetings of Directors, provided however, that any persons calling such meetings may, at their option, themselves give such notice. She shall have such other powers and duties as may be prescribed by the Directors.
Section 6. Treasurer The Treasurer shall receive and have in charge all money and other property belonging to the Corporation, and shall do with the same as shall be ordered by the Directors. She shall keep accurate financial accounts, and hold the same open for inspection and examination of the Directors. On the expiration of her term of office, she shall turn over to her successor, or the Directors, all property, books, papers and money of the Corporation in her hands. She shall have such other powers and duties as may be prescribed by the Directors.
Section 7. Reimbursement of Officers The Directors may reimburse officers and Directors for expenses which are reasonable and necessary to carry out the exempt purposes of the Corporation, provided that such reimbursement shall not be excessive.
ARTICLE VI
Indemnification
Each officer, director, agent, employee or volunteer of this Corporation, and any officer, director, agent, employee or volunteer of any other corporation serving as such at the request of this Corporation shall be indemnified by this Corporation under the standards set by and to the fullest extent allowable under the Ohio Revised Code, as the same shall be amended from time to time.
The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, vote Members or disinterested Directors of this Corporation or otherwise.
ARTICLE VII
Provisions in Articles of Incorporation
These Regulations are at all times subject to the provisions of the Articles of Incorporation of the Corporation (including in such term whenever used in these Regulations, amendments thereto).
ARTICLE VIII
Amendments
These Regulations may be amended, altered, superseded or repealed by the affirmative vote of a majority of the members of the Corporation at any annual meeting or special meeting called for such purpose, provided the notice of such annual or special meeting including a statement that acting on a proposed amendment to the Regulations was one of the purposes thereof, or without a meeting by the written consent of all the members.
/bth/cap/regulations Seneca county educational
1