CODE OF REGULATIONS -of the- “MARION COMMUNITY AND RECREATION CENTER, INC.”
The name of this organization shall be the: "Marion Community and Recreation Center, Inc."
The corporation shall be a non-profit organization that will organize, supervise, and encourage recreational, educational, and social activities for persons of all ages. It is the organizations intent to improve the health and general welfare of the citizens of the entire community. This corporation will operate within the meaning of Section 501©(3) of the Internal Revenue Code of 1986. ARTICLE III Section 1. Members Members of the Corporation shall be individuals who have been approved for membership in the corporation by the Board of Directors and who shall make an annual contribution to the Corporation in such amounts as the Board of Directors shall determine (or make payment of the dues recommended by the Board of Directors). Each Member shall be entitled to one vote. Section 2. Annual Meeting The annual meeting of the Members of the Corporation shall be held for the purpose of electing Directors and Officers. Reports will be presented at this meeting for the consideration of the members. The annual meeting shall be held at the Corporation’s principal office in Morgan County, Ohio or such other place within or without this state as the Board of Directors or the President may designate, on the second Thursday of March at 7:00 P.M., beginning with the calendar year 2008 but if said day be a legal holiday such meeting shall be held at the same hour on the next succeeding business day. Section 3. Special Meetings Special meetings of the Members shall be held at such times and places, within or without the State of Ohio, as may be specified in the notice therefor whenever called by any of the following: the President; in case of the President’s absence, death or disability, the Vice President authorized to exercise the authority of the President; the Secretary; a majority of the Members of the Board of Directors acting with or without a meeting (or by the lesser of (a) 10% of the whole number of Members or (b) 25 of such Members). Upon a request in writing delivered to the President or to the Secretary by any persons entitled to call such meeting of Members, stating the purposes for which such meeting is called, it shall be the duty of the President or the Secretary to give notice thereof to the members in the manner set forth in Section 4 of the Article III, and if such request be refused, then the persons making such request may fix the time of the meeting, and give the notice thereof in the manner set forth in Section 4 of the Article III. Section 4. Notice of Meetings Written notice of the annual and all special meetings of Members shall state the time, place and purposes thereof and shall, unless waived in writing by such Members, be given by the President or the Secretary to each Member entitled to notice of such meeting by personal delivery, mailing, local newspaper ad, or flyers at our local post office, town office, and businesses. Such notice shall be at least seven (7) days but not more than sixty (60) days before the date fixed for such meeting to each Member so entitled to notice of such meeting. If such notice is mailed, such notice shall be addressed to the Member at his address as the same appears upon the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Section 5. Waiver of Notice of Meeting A Member may waive notice of the time, place and purpose of any meeting of Members, either (a) by written waiver specifying the date and place of the meeting, signed and filed with or entered upon the records of the meeting either before or after such meeting or (b) by the attendance in person (or by proxy) of such Member at such meeting, without protesting, prior to or at the commencement of such meeting, the lack of proper notice. Section 6. Quorum At any meeting of Members, there shall be present, in person (or by proxy) in order to constitute a quorum, at least twelve (12) of the Members of the Corporation. The majority of Members present in person (or by proxy) at any meeting of members shall constitute a quorum for the purpose of adjourning the meeting from time to time without notice other than announcement at such meeting, until a quorum competent to act on any matter or proposal is present, and at any such adjourned meeting there may be transacted any business which might have been transacted at the meeting as originally notified. Section 7. Voting At any meeting of Members, each person who is a member of the Corporation on the date fixed pursuant to Section 10 of Article IV of this Code of Regulations as the record date for the determination of Members entitled to vote at such meeting, or if no such record date shall have been fixed, then at the time of such meeting, shall be entitled to one vote on each matter properly submitted to the Members for their vote, consent, release or other action. At any meeting of Members at which a quorum is present, all questions coming before the Members for decision shall be decided by a vote of a majority of Members present at the meeting. Section 8. Rescission The authorization or taking of any action by vote, consent, waiver or release by the Members of this Corporation may be rescinded or revoked by the same vote, consent, waiver or release as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject, however to the rights of third parties in contract. Section 9. Membership Book This Corporation shall maintain a membership book, which shall contain the name and address of each Member of this Corporation and the date of his or her admission to membership. Only individuals whose name is reflected in the Membership Book on the date fixed pursuant to Section 10 of Article IV shall be entitled to vote on any matter properly submitted to the members for their vote, consent, waiver or release or other action. Section 10. Order of Business At all Members’ meetings, after the ascertainment of Members present in person or by proxy and the presentation, approval and filing of proxies with the Secretary, the business of the Corporation shall be conducted according to Roberts Rules of Order. Section 11. Action Without Meeting Any action that may be authorized or taken at a Members’ meeting may be authorized or taken without a meeting in a writing or writings signed by not less than a majority of the members who would be entitled to notice of a meeting of the Members held for such purpose, and such writing or writings shall be made a part of the records of the Corporation. Section 12. Proxies Any Member of record may be represented at any meeting of the members, annual or special, and may vote by proxy or proxies, evidenced by an instrument in writing, but such written proxy must be first filed with the Secretary of the Corporation before the person authorized may vote thereunder. No proxy shall be valid after the expiration of 365 days from the date of its execution, unless the Member executing it shall have specified therein the length of time it shall continue in force. The presence at a meeting of the person appointing a proxy does not revoke the proxy.
The initiation fees and dues shall be determined by the Board of Directors and shall be payable at such times and in such manners as the Board of Directors may from time to time determine. Members in arrears for more than sixty (60) days for dues to the Corporation shall be notified of such arrearage by the Secretary, and, at the option of the Board of Directors, may be suspended from all privileges of the Corporation from that date. If said indebtedness is not paid within thirty (30) days and notice of such suspension has been given, the Board of Directors may declare such membership forfeited and such Member shall not be eligible for reinstatement until all such indebtedness has been paid. Any application for such reinstatement must be acted upon by the Board of Directors in the same manner as a new application. Section 14. Admission of Members All applications for membership must be in writing on such forms as approved from time to time by the Board of Directors and must be endorsed by at least three (3) Members of the Corporation, none of whom shall be a Member of the Board of Directors. All Members must be notified of the application and the name, place of residence, profession or occupation of the applicant, whether married or not, and if married, spouse’s name, as well as such other information concerning his qualifications for membership as may be deemed proper and appropriate by the Board of Directors. All applications shall be voted upon by the Board of Directors and a majority vote of the Board of Directors shall be necessary to approve membership. Any person whose application is rejected for membership shall not be proposed for membership for one (1) year from the date of such rejection. No person who has been adjudicated a sex offender by any Court of this state or any other state may be a member. Section 15. Resignation All resignations of Members must be submitted in writing to the Board of Directors. Section 16. Suspension The Board of Directors may suspend the privileges of any Member for any improper conduct of such Member that may be at variance with the Articles of Incorporation, Code of Regulations or other Rules and Regulations. ARTICLE IV Section 1. General Powers All of the authority of this Corporation shall be exercised by the
Board of Directors, except as otherwise provided in the Articles of
Incorporation or by Chapter 1702, Ohio Revised Code. A Director shall
perform his duties as a director in good faith, in a manner he reasonable
believes to be in the best interests of the Corporation, and with the
care that an ordinarily prudent person in a like position would use
under similar circumstances. In performing his duties, a Director, when
acting in good faith, is entitled to rely on information, opinions,
reports or statements, including financial statements or other financial
data that are prepared or presented by (a) one or more Directors, Officers
or employees of the Corporation whom the Director reasonably believes
are reliable and competent in the matters prepared or presented; (b)
counsel, public accountants or other persons as to matters that the
Director reasonably believes are within the person’s professional
or expert competency; or (c) a committee of the Directors upon which
he does not serve, duly established in accordance with Section 14 of
the Article IV, as to matters within its designated authority, which
committee the Director reasonably believes to merit confidence. a. A change or potential change in control of the corporation; Subject to Sections 1702.30(D)(2) and 1702.30(D)(3) Ohio Revised Code,
a 1) The interests of the employees, suppliers, creditors, and customers
of the Corporation; Section 2. Number The number of Board of Directors of this Corporation shall be fixed by the Members but shall not be less than seven (7). Section 3. Election The Board of Directors shall be elected at the annual meeting of the members or if not then elected, at a special meeting of the members held for the purpose of electing Directors. A nomination and second will be required for each member to be placed on the ballot. At least seven (7) members will be nominated for the position of Director. Each member shall vote for no more than seven nominees. The election shall be done by secret ballot. The seven (7) candidates receiving the greatest number of votes shall be elected. Section 4. Term Each Director elected at any annual or any special meeting of the Members shall serve until the next annual meeting of Members and until his successor is elected, or until his resignation, removal from office, or death. Section 5. Vacancies The office of a Director shall become vacant if he dies or resigns. A resignation shall take effect immediately or at such other time as said Director resigning may specify. The remaining Directors though less than a majority of the whole authorized number of Directors, may by a vote of the majority of their number fill any vacancy in the Board for the unexpired term. The Director elected to fill a vacancy shall serve until the next annual meeting of members and until his successor is elected and qualified. Section 6. Removal All of the Directors or any individual Director may be removed from office by the vote of a majority of the Members present at a meeting of Members called for the purpose of removing Directors. Such removal shall create a vacancy or vacancies on the Board. Section 7. Annual Meeting; Special Meetings The annual meeting of the Board of Directors shall be held immediately
following the annual meeting of Members at which Directors are elected,
and no notice of the annual meeting of the Board of Directors shall
be required to be given. Special meetings of the Board of Directors
may be called from time to time by the President, any Vice President
or any two Directors. All meetings of the Board of Directors shall be
held at the offices of the Corporation in Chesterhill, Morgan County,
Ohio or at such other places within or without the State of Ohio, as
the President or the Board of Directors may designate from time to time
and as may be specified in the notice of meeting. Meetings of the Board
of Directors may be held through any means of communication equipment
if all persons participating can hear each other. Notice of meetings of the Board of Directors shall be mailed to each Director, addressed to him at his residence or usual place of business or delivered to him personally, at least two (2) days prior to the holding of such meeting. Every such notice shall state the time and place of the meeting, but shall not be required to state the purpose thereof. Notice of any meeting of the Board of Directors need not be given to any Director, however (a) if waived by him in writing and such waiver is filed with the Secretary either before or after the holding of such meeting, or (b) if he shall be present at said meeting without protesting, prior to or at the commencement of such meeting, the lack of proper notice. Notice of adjournment of a meeting need not be given if the time and place of which it is adjourned are fixed and announced at such meeting. Section 9. Quorum At all meetings of the Board of Directors a majority of the Directors is necessary to constitute a quorum for the meeting of such Board of Directors, except that a majority of the Directors in office constitutes a quorum for filling a vacancy in the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board. Section 10. Record Date for Members The Board of Directors shall fix a time not exceeding sixty (60) days preceding the date of any meeting of Members, as a record date for the determination of the Members entitled to notice and to vote at any such meeting, and in such case, only the persons who are Members of record on the date so fixed shall be entitled to notice of and to vote at such meeting, notwithstanding any termination of membership on the books of the Corporation after any record date fixed as aforesaid, and such persons shall conclusively be deemed to be the Members of the Corporation on such record date notwithstanding notice or knowledge to the contrary; and the Board of Directors may close the books of the Corporation against the admission or termination of membership during the whole or any part of such period. Section 11. Provisional Director Upon the petition of not less than one-fourth (1/4) of the Directors of this Corporation, the Court of Common Please of Morgan County, Ohio, may, pursuant to Section 1702.521, Ohio Revised Code, appoint a provisional Director for this Corporation. Such appointment may be made even though a different number of Directors has been fixed by or pursuant to Section 2 of Article IV.
For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation and this Code of Regulations. Section 13. Action Without Meeting Any action which may be authorized or taken at a Directors’ meeting may be authorized or taken without a meeting in a writing or writings signed by all of the Directors who would be entitled to notice of a meeting of the Directors held for such purpose, and such writing or writings shall be made a part of the records of this Corporation. Section 14. Committees of the Board of Directors The Board of Directors may create an Executive Committee which shall consist of such number of Directors, not less than three, as the Board of Directors shall from time to time determine. The Members of such Executive Committee shall be selected by the Members of the Board of Directors. The Executive Committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Board of Directors, and shall be subject to the control and direction of the Board of Directors. The Executive Committee may act by a majority of the members of the Executive Committee at a meeting or in a writing or writings signed by all of its Members. The Board of Directors may create such additional standing committees or ad hoc committees as the Board of Directors shall deem appropriate, with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the Corporation, and shall elect the Members thereof.
No contract, action, or transaction shall be voided or voidable with
respect to the Corporation because the contract, action, or transaction
is between or affects the Corporation and one or more of its Directors
or Officers, or is between or affects the Corporation and any other
person in which one or more of its Directors or Officers are directors
or officers, or in which one or more of the Corporation’s Directors
or Officers have a financial or personal interest, or because one or
more interested Directors or Officers participate in or vote at the
meeting of the Board of Directors or a Committee thereof that authorizes
the contract, action, or transaction, if any of the following applies:
(a) the material facts as to his or their relationship or interest and
as to the contract, action, or transaction are disclosed or are known
to the Directors or the Committee, in good faith reasonably justified
by the material facts, authorizes the contract action, or transaction
by the affirmative vote of a majority of the disinterested Directors,
even though the disinterested Directors constitute less than a quorum
of the Director or Committee; or (b) the material facts as to his or
their relationship or interest and as to the contract, action, or transaction
are disclosed or are known to the Members entitled to vote thereon and
the contract, action or transaction is specifically approved at a meeting
of Members held for such purpose of voting on the contract, action,
or transaction by the affirmative vote of a majority of the Members
of the Corporation not interested in the contract, action, or transaction;
or (c) The contract, action, or transaction is fair as to the Corporation
as of the time it is authorized or approved by the Directors or a Committee
thereof. ARTICLE V Section 1. General Provisions The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and an Assistant Treasurer. The Officers shall be elected by the Members of the Corporation, any two of such offices may be held by the same person, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity. The Board of Directors may, from time to time, create such offices and appoint such other Officers and Assistant Officers as it may determine. Section 2. Nominations and Elections A nomination and second shall be required for each member that will be voted on for each office. The voting shall be done by secret ballot. The nominee with the most votes shall be elected to that position. Nominations and ballots will continue until all offices have been filled. The election of officers takes effect immediately if the candidate is present and does not decline, or if he is absent and has consented to his candidacy. If he is absent and has not consented to his candidacy, it takes effect when he is notified of his election, provided he does not decline immediately. Section 3. Term of Office The Officers of the Corporation shall hold office until their successors are chosen and qualified unless sooner removed by the Board of Directors. The Board of Directors may remove any Officer at any time, with or without cause, by a majority vote. A vacancy in any office, however created, may be filled by the Board of Directors. Section 4. President and Vice President The President shall preside at all meetings of Members and Directors and shall be the Chief Executive Officer of the Corporation. He shall have general supervision, management, control and oversight of the business of the Corporation, subject to this Code of Regulations and subject to the orders of the Board of Directors, and shall, in general, perform all the duties usually incident to the office of President or that may be imposed or required by the Members of Board of Directors. In his absence or inability to act, the Vice President shall discharge the duties of the President and shall perform such other duties as shall discharge the duties of the President and shall perform such other duties as shall be determined by the Board of Directors. Section 5. Secretary The Secretary shall (a) keep minutes of all of the meetings of the Members and of the Board of Directors, as well as all Actions by Written Consent and waivers of notice; (b) give notice of all meetings of Members and Directors, except as otherwise provided by this Code of Regulations; (c) keep such books as may be required by the Board of Directors, including a registry of the Members of the Corporation; and (d) perform such other duties as may be assigned to him from time to time by the Board of Directors or by the President. All books and papers pertaining to the office of the Secretary shall be subject at any time to the inspection of any member of the Board of Directors, and, on the expiration of the Secretary’s term of office such Secretary shall deliver all books, papers and other property of the Corporation in his possession or under his control to the President or to the Secretary shall perform all duties pertaining to such office as may be required by the President or Board of Directors. Section 6. Treasurer The Treasurer shall have general supervision of all finances; he shall receive and safely keep all moneys belonging to the Corporation and he shall perform such other duties as from time to time may be assigned to him by the Board of Directors. He shall keep proper books of account and keep accurate account of the finances of the Corporation and shall present, at the annual meeting of Members, a statement of profit and loss and surplus, including a summary of profits and other changes in the surplus account of the Corporation, and a balance sheet containing a summary of the assets and liabilities, stated capital and surplus as of the close of the Corporation’s fiscal year. The financial statement shall have appended thereto a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or by a public accountant or a firm of public accountants, to the effect that the financial statement presents fairly the financial position of the Corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period or such other certificate as is in accordance with sound accounting practice. At any meeting of the Board of Directors, the Treasurer shall furnish summary statements of the financial condition of the Corporation as of the date requested by the President or the Board of Directors. Upon the expiration of his term of office, the Treasurer shall deliver all money, books, papers and other property of the Corporation that shall be in his possession or under his control to his successor in office. Section 7. Assistant Treasurer The Assistant Treasurer will assist the Treasurer in
fulfilling the responsibilities and duties of that office. ARTICLE VI 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 Section 1702.12(E), Ohio Revised
Code, as the same shall be amended from time to time.
The Members at a meeting held for such purpose, may adopt an amendment to these By-Laws by the affirmative vote of sixty (60%) of the Members present if a quorum is present. In addition to or in lieu of adopting an amendment to the By-Laws, the Members may adopt amended By-Laws by the same action or vote as that required to adopt the amendment. ARTICLE VIII Section 1. Fiscal Year The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other day as may be fixed from time to time by the Board of Directors. Section 2. Mortgages The Board of Directors may authorize any mortgage or pledge of all or any of the property of this Corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract of this Corporation. No vote or consent of the Members of this Corporation or authorization from a court pursuant to Section 1715.39, Ohio Revised Code, is necessary for such action. Section 3. Property All property acquired by this Corporation by purchase, gift, bequest or otherwise shall be the absolute property of this Corporation, unless at the time of acquiring such property it is otherwise specified in writing.
The Board of Directors of this Corporation may authorize the lease, sale, exchange, transfer or other disposition of any of the assets of this Corporation without the necessity of procuring authorization from the court pursuant to Section 1715.39, Ohio Revised code, and any such lease, sale, exchange, transfer or other disposition shall be made in whole or in part for money or other property, including shares or other securities or promissory notes of any corporation for profit. Section 5. Books and Records The books and records of this Corporation may be examined by any Member or any Director or the agent or attorney of any Member or any Director for any reasonable and proper purpose at any reasonable time.
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