Central Ohio Woodturners : About Us (Code of Regulations)

ARTICLE I: TRUSTEES

1.1: ORIGINAL TRUSTEES: The Original Trustees shall be those individuals named in the Articles of Incorporation and their term shall be for a period of one year or until their successors are elected and qualified, or their earlier resignation, removal from office, or death.
1.2: ELECTION OF TRUSTEES: The Trustees shall be elected by a majority vote of the voting members present at the annual meeting.
1.3: NUMBER: The number of Trustees shall be three (3) or such other number not less than three (3) as may be fixed by a majority of the authorized number of Trustees. Additional Trustees shall be elected by a majority vote of the Trustees in office.
1.4: TERM: Each Trustee shall hold office for one year or until either his successor is elected and qualified or his earlier resignation, removal from office or death.
1.5: POWERS OF TRUSTEES: The Board of Trustees shall supervise the control and management of the business and property of the Corporation. It may adopt by-laws not inconsistent with these regulations and may fill vacancies in its own membership.
1.6: ANNUAL MEETING: The Annual Meeting of the Trustees to review the books of the Corporation and to elect new Trustees shall be held in May of each year on a date set by the Board of Trustees.
1.7: MEETINGS: The Board of Trustees shall have regular meetings once a quarter at such time as is fixed by the Board of Trustees. Special meetings of the Trustees may be called by the President or any two Trustees by giving notice by personal delivery, telephone, mail, telegram, or facsimile at least forty-eight (48) hours before the date of such meeting, to each Trustee at said Trustee's address as it appears on the records of the Corporation. Notice of the time, place and purposes of any such meeting may be waived in writing either before or after the holding of such meeting by any Trustee. Such waiver shall be filed with or entered upon the records of such meeting. The attendance of any Trustee at any meeting of the Trustees without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Trustee or notice of such meeting.
1.8: QUORUM: A majority of the authorized number of Trustees shall be necessary to constitute a quorum for a meeting of the Trustees. However, a majority of the Trustees in office shall constitute a quorum for filling a vacancy in the authorized number of Trustees.
1.9: DUTIES: The Advisory Board will sit to review and make comments on the general direction in which the organization will proceed. The Board will be advisory only, but substantial weight will be given to its suggestions. The Advisory Board will meet four (4) times a year at such time and place, as the Board of Trustees shall designate.

ARTICLE II: OFFICERS

2.1: GENERALLY: The officers shall be elected by the Board of Trustees and shall serve for one (1) year terms until their successors are elected and qualified. The officers shall consist of a President, Vice President, Secretary, and Treasurer and such other officers and assistant officers, as the Trustees may from time to time deem necessary. The Secretary and Treasurer positions may be filled by the same person.
2.2: PRESIDENT: The President shall preside at all meetings and perform such other and further duties as may from time to time be required by the Trustees.
2.3: VICE PRESIDENT: The Vice President shall perform all of the duties of the President in case of the latter's absence or disability. In case both the President and Vice President are absent or unable to perform their duties, the Trustees may appoint a President pro tempore.
2.4: SECRETARY: The Secretary shall keep an accurate record of all transactions of the Corporation; shall give all notices required by law and all notices provided by the Code of Regulations; and shall keep a proper record book and shall properly record therein all minutes of all corporate meetings and such other matters as shall be proper or necessary.
2.5: TREASURER: The Treasurer shall receive and safely keep all monies, rights and chooses in action belonging to the Corporation and the same shall be disbursed under the direction of and to the satisfaction of the Board of Trustees. Proper vouchers shall be taken for all such disbursements. It shall be the Treasurer's duty to keep an accurate account of the finances on the books prepared and furnished for that purpose and all books shall be open for inspection and examination by the Board of Trustees. The Treasurer shall render an account of the standing of the Corporation at the annual meeting of the Board of Trustees and at such other times as they may require and shall perform all such other and further duties as may be required by the President or Board of Trustees.

ARTICLE III: COMMITTEES

3.1: The Board of Trustees shall appoint such committees as shall be necessary from time to time and shall designate their duties and appoint the members of such committees. The members of the committees shall serve at the pleasure of the Board of Trustees.

ARTICLE IV: INDEMNITY

4.1: ACTION BY THIRD PARTY: Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than a suit by or in the right of the corporation) by reason of the fact that such person is or was a trustee, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall be indemnified by the corporation for expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such person in connection with such cause of action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal actions or proceeding, has reasonable cause to believe that such conduct was unlawful.
4.2: ACTION BY OR IN RIGHT OF CORPORATION: Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a trustee, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall be indemnified by the corporation against expensed (including reasonable attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless, and only to the extend that, the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
4.3: DETERMINATION: Any indemnification under sections 4.1 and 4.2 (unless otherwise ordered by a court of competent jurisdiction) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the trustee, officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in sections 4.1 and 4.2. Such determination shall be made (a) by a majority vote of a quorum consisting of trustees of the indemnifying corporation who were not and are not parties to or threatened with any such action, suit or proceeding or (b) if such a quorum is not obtainable, or even if obtainable, if a majority of a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion other than an attorney, or a firm which has an attorney associated with it, who has been retained by or has performed services for the corporation or any person to be indemnified within the past five years or (c) by the court in which such action or suit was brought. Any determination made by the disinterested trustees or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action, suit or proceeding by or in the right of the corporation under this Article Fourth, and within ten (10) days after receipt of such notification, such person shall have the right to petition the court in which such action or suit was brought to review the reasonableness of such determination.
4.4: EXPENSES: Expenses incurred in defending a civil, criminal, administrative or investigative action, suit, or proceeding may be paid by the corporation before the final disposition of such action, suit or proceeding. Such expenses may be authorized by the Board of Trustees in a specific case only upon receipt by the corporation of an undertaking by or on behalf of the trustee, officer, employee, or agent to repay any such amount unless it shall ultimately be determined that such person is entitled to be indemnified in such amount by the Corporation.
4.5: NON_EXCLUSIVE: The indemnification provided by this Article Fourth shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by any law of the State of Ohio, articles, regulations, by-laws, agreement, vote of disinterested trustees, or otherwise, both as to action taken in such person's official capacity and as to action in another capacity which holding such office and shall continue as to a person who has ceased to be a trustee, officer, employee, or agent and such rights shall inure to the benefit of such person's heirs, executors, and administrators.

ARTICLE V: ADMENDMENTS

5.1: These regulations may be amended by a majority vote of the Members at a meeting of the Members held for such purpose.

ARTICLE VI: EMERGENCY REGULATIONS

6.1: In the event of an "emergency," as defined in Ohio Revised Code Section 1701.01 (u) as presently enacted or hereafter amended, corporate actions may be taken in accordance with Ohio Revised Code Section 1702.11 (c) as presently enacted or hereafter amended.

ARTICLE VII: APPOINTED OFFICERS This article was added by an amendment proposed by the Board of Trustees. It was approved by the general membership on March 8, 2005.

7.1: PROGRAM DIRECTOR: The Program Director shall be responsible for arranging the guest speakers, demonstrators, etc. at each general monthly meeting. The President shall appoint the Program Director with approval of the Board of Trustees.
7.2: NEWSLETTER EDITOR: The Newsletter Editor shall be responsible for the creation and distribution of the organization's newsletter. A newsletter shall be published monthly (or as designated by the Board of Trustees) and distributed to the membership in a manner designated by the Board of Trustees. The President shall appoint the Newsletter Editor with approval of the Board of Trustees.
7.3: WEBMASTER: The Webmaster shall be responsible for creating and maintaining a website for the organization. The President shall appoint the Webmaster with approval of the Board of Trustees.