Proposed Bylaws Changes

The current bylaws were written upon disaffiliation from Camp Fire USA and were carefully crafted by the board at that time, based on the state of the organization at that time.

During our strategic planning process in 2018 and 2019, we employed the services of a professional consultant to help implement the plan. Her professional advice was that it was time to update the bylaws. Her firm recommended a number of wording changes to comply with today’s laws and recommended phrasing, as well as making the order of the sections more logical. There are a few substantive changes, which are noted.

We’ve put the original bylaws on the left and the proposed new bylaws on the right.

The original bylaws have notations stating what change or rearranging of text is recommended, and referencing the matching new section on the right.

Camp Wyandot Inc.

Amended and Restated Bylaws

Amended as of June 27, 2013

Note: Anywhere in these Bylaws when a two-thirds (2/3) majority vote is called for if multiplying by two-thirds (2/3) does not give a whole number the result should be rounded up to the next whole number if the result is point 5 (.5) or higher and round down to the lower whole number is the result is less than point 5 (.5).  INFO ON THIS CHANGE

Article I – Name and Legal Structure

The name of this nonprofit corporation formed in accordance with Chapter 1702 of the Ohio Revised Code is CAMP WYANDOT, INC. (the “Corporation”). During the Corporation’s existence we will maintain in central Ohio a principal office at such location as the Board of Directors may determine. Moved to Article II

The office shall have a telephone with a number listed under the name of the Corporation. INFO

 

The Corporation will also maintain corporate status as a federal tax-exempt Corporation recognized by the Internal Revenue Service under Internal Revenue Code Section 501(c)(3), as having a charitable purpose. Moved

The Corporation shall have and continuously maintain in the State of Ohio a statutory agent. INFO

As of the date first written above, the fiscal year of the Corporation is January 1^st to December 31^st. Moved

The Corporation may have a seal which can be determined by the Board of Directors. INFO

Note: Effective the date first listed above, the Corporation has disaffiliated itself from Camp Fire USA and will no longer hold itself out as a Camp Fire council and does not and will not hold a Camp Fire charter. INFO

Article II – Purpose and Fundamental Principles

Section 1 – Purpose

Camp Wyandot provides an inclusive nurturing environment for youth to have fun, make friends, serve others and explore the great outdoors.

Section 2 – Fundamental Principle

We are a non-denominational, non-sectarian, nonprofit Corporation that serves all participants without regard to race, color, creed, sex, sexual orientation, economic status, national origin or disability.

Section Proposed to be Added

Article III – Governance Moved

Section 1 – Board of Directors

We are governed by a Board of Directors (the “Board”). The Board is composed of directors (the “Directors”), some of who also serve as Officers of the Corporation and some who serve as Directors-at-Large.

A. Board structure

The Board will have no fewer than seven (7) and no more than thirteen (13) Directors.

B. Powers of the Board

The management of the Corporation is vested in the Board which will exercise all powers of the Corporation except those specifically reserved for the voting members (the “Members” or individually a “Member”) as hereinafter defined).

C. Accountability

The Board will be accountable to the Corporation for the management and operation of the Corporation and will make an annual report to the Members of the Corporation which annual report will be made available to the general public.

D. Responsibilities

Responsibilities of the Board include the following but are not limited to:

1. Determine the mission and purpose of the Corporation
2. Select an executive director (the “Executive Director”) and a Chairman of the Board (the “Chair”)
3. Support and periodically evaluate the Executive Director
4. Monitor and strengthen the Corporation’s programs and services
5. Ensure adequate financial resources
6. Protect the assets and provide proper financial oversight including approval of financial policies
7. Build a competent and participating Board
8. Ensure legal and ethical integrity
9. Enhance the Corporation’s public and charitable standing

E. Board Meetings Moved

The Board will hold no less than ten (10) business meetings annually. Special meetings may be called by the Chair or by the request of at least two (2) Directors.

Meetings will be open to all Members and other interested persons may attend. Attendees who are not Directors are limited to observing the proceedings unless the opportunity to speak is solicited at the meeting or is arranged in advance with the Chair. Only Directors may vote.

F. Quorum

The quorum for all meetings of the Board will be a majority of the then total number of Directors.

G. Communication

Board meetings may be held electronically and the Chair has the authority to solicit a vote by the Board electronically. The Secretary will record the results of any vote conducted electronically in the minutes of the subsequent Board meeting. New Language

If there is a need to accommodate a Director who is not able to attend meetings in person, the Board may approve that the Director may attend meetings electronically. New Language

H. Removal from the Board

The Board may remove for cause any Director by a two-thirds (2/3) vote of the Board present at the meeting of the Board called for such purpose, providing a quorum is present at such a meeting, A minimum of a seven (7) days prior notice of such proposed action shall be provided to the Director subject to removal.

In the event that any Director fails to attend three (3) consecutive meetings of the Board, or who is absent from four (4) or more Board meetings in a twelve-(12) month period, that Director will be requested by the Secretary of the Board to provide a written affirmation of intent to serve. In the event that Director provides such written affirmation to serve but fails to attend the next meeting of the Board or fails to attend at least three (3) of the next four (4) Board meetings, that Director will be considered to have resigned. Any Director who fails to respond when contacted to provide an affirmation of intent to serve will also be considered to have resigned. The Chair will cause a written mailed notice to be delivered to any resigning Director thanking that Director for that Director’s service. Any Director who is removed or resigns will no longer participate in Board meetings and votes but may continue on as a Member of the Corporation.

I. Resignation

Any Director may resign by giving written notice to the Chair. Such resignation will take effect upon receipt of the notice unless otherwise specified. The acceptance of a resignation will not be necessary to make it effective.

J. Conflict of Interest

Each Director and the Executive Director will annually sign a Conflict of Interest Policy which affirms such person:

1. Has received a copy of the Conflict of Interest Policy,
2. Has read and understands the Policy,
3. Has agreed to comply with the Policy, and
4. Understands the Corporation is charitable in purpose and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish its tax-exempt purpose.

This Conflict of Interest is approved and may be amended by the Board by a majority vote of the Directors.

Moved and Reworded

K. Compensation

The Directors will serve without compensation for such position. This does not preclude reimbursement for expenses that are appropriately authorized and supported by documentation.

Article IV – Membership Slight Edit

Recommend Inserting Summary Sentence

Section 1 – Adult Voting Members

A. Terms of membership

1. Membership in the Corporation will be open to all individuals eighteen (18) years of age and over.       All Members must pay an annual membership fee unless such fee or fees is/are waived by the Board.
2. The Board of Directors establishes fees and privileges that may extend to the Members.
3. The Board, by a two-thirds (2/3) vote, may terminate or withhold membership with cause provided that proper notice is given to the Member two (2) weeks before termination.

B. The Authority of Members

Members may at the annual meeting:

1. Vote on the election of Directors
2. Vote on Members-at-Large of the Nominating Committee

C. The following actions of the Board require approval of a two-thirds (2/3) vote of the Members present at a special meeting:

1. The decision to sell Camp Wyandot
2. The decision to affiliate the Corporation with another Corporation or, if affiliated, to disaffiliate from that or another Corporation.
3. The decision to dissolve the Corporation.
4. The decision to dissolve core programs (overnight camp, day camp, club programs)  Proposed Change
   (overnight camp and day camp)

For any of the above under Section C, Members must be given a thirty (30) day notice of the meeting where the vote will take place. This notice may be given by first-class mail or electronically.

D. The Directors may bring other matters to the Members for a vote at the Board’s discretion.

E. Right to Inspect

1. Members will have the right to examine all books and records of the Corporation for any reasonable and proper purpose and at any reasonable time except those books and records regarding employees, other Members, and donors.

Section 2 – Youth Non-Voting Members

The Board has the authority to establish a membership for individuals under the age of eighteen (18). The Board determines the cost, term, rights and responsibilities of membership. The Board is excluded from granting voting rights to youth members.

Article V – Officers Moved

Section 1 – Officers

A. The Officers of the Corporation, except for the Executive Director, will also be Directors and will be as follows:

1. Chair
2. Vice Chair
3. Secretary
4. Treasurer
5. Executive Director

Replaced With

B. Duties of the Officers

1. The Chair of the Board of Directors will:
   • Be the Chief Corporate Officer of the Corporation.
   • Preside at all meetings of the Corporation and Board of Directors
   • Appoint, with the approval of the Board, two members and the Chair of the Nominating Committee
   • Serve as ex officio member of the Nominating Committee
   • Appoint special committees as the need arises subject to the approval of the Board
   • Delegate authority and assign duties to other Officers and Directors
   • Submit an annual report to the Members at the annual meeting that will be made available to the public.

Replaced with similar but new language

The Vice Chair will perform the duties of the Chair at all times when the Chair cannot give active service and will perform other duties as needed. Renamed and Expanded

2. The Secretary will be responsible for keeping an accurate record of all meetings of the Board, including minutes and votes taken and see that all notices are duly given in accordance with the Bylaws or as required by law. The Secretary will record votes taken at the annual meeting and at any special meeting Slightly Expanded
   Secretary: The Secretary shall be responsible for keeping an accurate record of all meetings of the Board, including minutes and votes taken, and see that all notices are duly given in accordance with the Bylaws or as required by law.  The Secretary shall record votes taken at the annual meeting and at any special meetings.  Additionally, the Secretary shall see that all notices of meetings are appropriately given, shall see that the books, reports, statements and all other documents and records of the Corporation required by law are properly kept and filed, and shall otherwise perform all duties assigned to the office.
3. The Treasurer will be responsible for the financial reporting of the Corporation to the Board and Members including:
   • Ensuring that a full and accurate account is kept of all monies received and paid out and that sound internal controls are in operation.
   • Report on the financial condition of the Corporation at regular Board meetings
   • Providing a financial report to the Members at the annual meeting
   • Ensure the filing of regulatory reports related to the Corporation and its tax-exempt status.
   • Be responsible for implementing financial procedures of the Corporation including overseeing an outside financial audit.

Reworded and Expanded

Added New Section

Article VI – Nominations and Elections

Section 1 – Nominating Committee

There will be a nominating committee (NC) of five (5) members (NC Members) which will be a standing committee of the Corporation. Until the Annual Meeting of the Members in 2014, in order to prepare a slate for the 2014 Annual Meeting, the Board Chair, after consultation with the Board, will appoint five (5) NC Members, three (3) of which do not need to be Members of the Corporation. One NC Member must be a Director. At the 2014 Annual Meeting of the Members, the Members will elect three (3) NC Members. The Chair will appoint the remaining two (2) NC Members after consultation with the board. From this point on, except for the one (1) NC Member who is also a Director, the remaining four (4) NC Members may or may not be Members of the Corporation. Proposed New Language

After 2014, the Members will elect three (3) NC Members at the Annual Meeting as needed. And the Board Chair, after consultation with the board, will appoint two NC Members as needed. In all cases, one NC Member must be a Director and the Chair will appoint one NC Member to chair the Nominating Committee. Proposed New Language

A. Purpose “Change to Section 3. Purpose”

The purpose of the Nominating Committee is to solicit candidates to fill a Board vacancy and Nominating Committee vacancies and to present those candidates at the annual meeting.

B. Terms

The Chair and two (2) NC Members will be elected in the even (or odd) years to serve for a term of two (2) years. The remaining two (2) NC Members of the committee will be elected in the alternate years for a term of two (2) years. No NC Member will serve more than two (2) consecutive terms.

C. Duties of the Nominating Committee

1. The Nominating Committee is responsible for nominating a slate of candidates to be voted on by members at the annual meeting. This includes the following:
   • Board of Directors
   • Three NC Members-at-Large of the Nominating Committee
2. The nominating committee will solicit nominations from Members.
3. The Members will be notified of the slate of nominees no less than one week prior to the membership meeting.
4. The Nominating Committee will provide its slate to the Chair thirty (30) days before the annual meeting and the Chair will distribute the slate to the board. The Nominating Committee may nominate additional candidates at the annual meeting if a majority of NC Members agree to the nomination and the Board Chair is notified before the annual meeting begins. This is to allow for nominations that might not be confirmed by the thirty day deadline. Anyone, NC Member or not, can submit a candidate to the Nominating Committee.
5. If during the year there are vacant seats on the Nominating Committee the Chair, after consulting with the Directors, may fill vacant seats on the Nominating Committee so that the committee always has five (5) NC Members.
6. The Nominating Committee will be aware of the responsibilities of Directors under Ohio law, particularly ORC Section 1702, including but not limited to:

a. Duty of Care

A Director has a responsibility to be active in the Corporation’s charitable affairs. At a minimum, that means attending and participating in Board and if serving on a committee, committee meetings.

Additionally, Directors should stay informed about the Corporation’s operations to ensure that staff members follow the Board’s policies.

b. Duty of Loyalty

The duty of loyalty requires that the interest of the Corporation’s charitable purpose and its objectives take precedence over a Director’s personal interests or those of family or friends.

Directors must always act fairly and in the best interest of the Corporation without concern for his/her own interests.

c. Duty of Compliance

Directors have a duty to be faithful to the Corporation’s purpose and mission. They also must adhere to the Corporation’s governing Bylaws and to laws and regulations that relate to the Corporation’s charitable purpose and its operations.

d. Duty to Manage Accounts

Directors are responsible for the Corporation’s financial stability and accountability. They have a duty to establish procedures to help the Corporation operate in a fiscally responsible manner.

 

Section 2 – Elections

A. Election of Directors

Directors will be elected at the annual meeting for a term of three (3) years or until their respective successors are elected. They will assume office immediately upon election. No Director may serve office for more than two (2) consecutive terms.

If during the year the total number of Directors is below the minimum required, the Board is required to fill vacant Board member positions upon a majority vote of the Board.

Upon election Directors are required to become members of the Corporation.

Elections will be by voice ballot. Any member may call for a paper, secret, ballot for any election.

B. Election of Officers

Officers will be elected by a majority vote of the Board of Directors at the first board meeting after the annual meeting for a term of three (3) years or until their respective successors are elected. Officers will assume office immediately upon election. No Officer may serve office for more than two (2) consecutive terms.

Propose Replacing This Section with a New Article, Article V. This Includes a Change of Board Terms from Two Three-Year Terms to Three Two-Year Terms (Compare to Article III)

Article VII – Member Meetings

Insert Recommended Summary Sentence and Reference to State Code

A. Annual Meeting

The annual meeting of the Members of the Corporation will be held between January 1 and March 31 at a time and place determined by the Board. In the absence of action by the Board, the Executive Director will make the determination. Very slight wording change

The purpose of the annual meeting will be:

1. To elect Directors and Members-at-Large to the Nominating Committee when those positions are vacant.
2. To receive reports of the Chair, Treasurer and Executive Director.
3. To consider such other business as may come before the meeting.
4. To amend the Bylaws as necessary.

The Board will prepare the agenda. This provision will not preclude introduction of other business from the floor, provided that previous notice is not required by the Bylaws.

B. Special Meetings

Special meetings may be called by the Executive Director, by vote of one-fourth (1/4) of the Board of Directors, or by one-fifth (1/5) vote of the voting members. The Board of Directors will prepare the agenda. This provision will not preclude introduction of other business from the floor provided that previous notice is not required by the Bylaws.

C. Notice of Meetings

Written notice of the Corporation’s meetings will be sent by first-class mail or electronically to all voting Members in good standing at least twenty (20) days in advance of the annual meeting, and at least thirty (30) Change to 14

days in advance of any special meeting. Such notice will include an agenda with all items requiring previous notice. For the annual meeting, notice will include the slate for any election of Directors or Members-at-Large of the Nominating Committee if any.

D. Voting Privileges

All voting Members as defined in Article IV Section 1 who are in good standing prior to and including the day of Corporation meeting will have voting privileges at that Corporation meeting. Good standing includes the Member whose annual membership dues have been paid.

E. Quorum

Members present at the regular meeting or special meeting of the Corporation will constitute a quorum. Any action may be taken or authorized by an affirmative vote of a majority of Correction

the Members present and voting. Except as otherwise specified, voting shall be by voice vote.

Insert new recommended section

Article VIII – Standing Committees

The Board of Directors will establish and determine the function of standing committees which will serve to support the Board and/or the Executive Director.

1. Tenure

Chairs and Members of standing committees will be appointed for a three (3) year term and may be reappointment for an additional three (3) year term. No member will serve more than two (2) consecutive terms.

1. Committee Members

Unless otherwise specified in the Bylaws, standing committees organized to support the functions of the Board will be appointed by the Chair after consultation with Directors.

1. Accountability

The chair of the standing committees organized to support the functions of the Board will be accountable to the Board.

The chair of the standing committees organized to support the functions of the Executive Director will be accountable to the Executive Director.

1. Executive Director, Ex Officio

The Executive Director will be an ex officio member of all standing committees. As an ex officio member the Executive Director may vote on committee matters except for the Nominating Committee.

1. Committees

Standing committees to support the function of the Board will be the Nominating Committee which will have as its purpose to nominate Directors and Members-at-Large of the Nominating Committee.

With approval of the Board the Executive Director may add additional standing committees to carry out the purpose of the Corporation.

Committee Language moved to Article X and rewritten

Article IX – Executive Director  Now Article XI

Section 1.   Employment and Release

The Board, by a vote of a majority of the entire Board, More Specific Language

will be responsible for the employment of an Executive Director.

The Board, by a vote of a majority of the entire Board, More Specific Language

will have the authority to release the Executive Director provided that previous notice of such action has been given to the entire Board and the Executive Director.

Section 2.   Responsibilities/Accountability

The Executive Director will administer the work of the Corporation as delegated by the Board and ensure the delivery of program services adhere to the policies and procedures of the Corporation.

The Executive Director will have the responsibility for the selection, appointment and release or termination of staff. All personnel, volunteer or paid, involved in the delivery of program services are considered to be staff.

The Executive Director will be accountable to the Board through the Chair.

Section 3.   Board/Executive Committee Participation

The Executive Director shall be a non-voting advisor to the Board and the Board’s only direct employee Insert Phrase

.

Article X – Fiscal Year  Moved

The fiscal year will end on December 31 unless otherwise determined by the Board.

Article XI – Parliamentary Authority Now Article XII

Robert’s Rules of Order Newly Revised will govern the Corporation in all cases to which they are not inconsistent with these Bylaws or special rules of order the Corporation may adopt.

Article XII – Amendments and Revisions to Bylaws Now Article XV

Section 1 – Amendments by the Board

The Board may order and prepare amendments of these Bylaws. The Bylaws may be amended at any regular or special meeting of the voting Members by a majority vote. Members must be notified (30) thirty days Change to 14 Days

in advance of a special meeting to amend the Bylaws or of a Board meeting to amend the Bylaws. This notification may be by first class mail or electronically. Along with this notification Members must be provided with a copy of the proposed amendments.

Section 2.   Revisions by the Board

The Board may order and prepare a revision of these Bylaws. The requirements for notice and adoption of a revised set of Bylaws will be the same as in Section 1 of this Article.

Section 3.   Submitting an Amendment or a Revision by a Member

Any voting Member may submit an amendment, signed by at least one-tenth (1/10) other voting Members, to the Board.

Within two (2) months, such amendments must appear in writing along with any other proposed amendments by the Board and must be provided to the Members as noted in Section 1 of this Article.

Insert XVI, Miscellaneous

Article XIII – Dissolution of the Corporation

This Corporation may be dissolved by a two-thirds (2/3) vote of the voting Members in attendance at a duly called annual or special meeting of the Corporation. Thirty (30) days prior notice of the meeting and its purpose will be required.

Upon dissolution, all assets of the Corporation will be transferred to another charitable corporation or Corporation under Internal Revenue Code Section 501(c)(3) to be used solely for a charitable purpose. Distribution of all assets must be approved by a two-thirds (2/3) in attendance at a duly called annual or special meeting of the Corporation.

Article XIV – Indemnification

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or by or in the right of the Corporation to procure a judgment in its favor to the extent such indemnification is permitted by law, by reason of the fact that such person is or was an officer, director, employee, or agent of the Corporation, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

It is the intention of this Article that the Corporation indemnifies any officer, director, employee or agent of the Corporation to the extent authorized, and upon the conditions imposed, by Chapter 1702 of the Ohio Revised Code and specifically Section 1702.12, or any subsequent comparable legislation. The Corporation shall purchase and maintain appropriate comprehensive liability insurance for this purpose.

Certification of Bylaws

These Bylaws were [   ] adopted   [ x ] amended   [ x ] revised and restated by Members of Camp Wyandot Inc. at a duly called meeting on  June 27, 2013, with a quorum present as prescribed by the Bylaws.

The minutes of this meeting are on file in Camp Wyandot Inc.’s office.

 

By: _________________________________

Board Chair

 

By: _________________________________

Board Secretary

AMENDED AND RESTATED BYLAWS

ARTICLE I
NAME
The name of the Corporation shall be Camp Wyandot, Inc. a nonprofit corporation.

ARTICLE II
PRINCIPAL OFFICE
The principal office of the Corporation shall be located within Central Ohio.

ARTICLE III
PURPOSE and PRINCIPLES

Section 1: Purpose: The purpose of the Corporation shall be: to provide an inclusive nurturing environment for youth to have fun, make friends, serve others, and explore the great outdoors.
Section 2 Corporation: The Corporation is formed as an Ohio nonprofit corporation and is organized and shall be operated exclusively for charitable, educational, and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

Solely for the above purposes, the Corporation is empowered to (i) make charges for services or assistance rendered, or for goods, devices, equipment or facilities furnished, leased or sold, or for other considerations, as permitted by law, provided that all net income and property of the Corporation shall be used for the charitable and educational purposes for which this Corporation is created, (ii) accept and receive, from whatever source, and administer gifts, bequests, legacies, devises, grants and grants-in-aid, whether unrestricted or for specific purposes, of funds, securities, and property, of every kind and description, (iii) hold cash, securities, funds and real and personal property of every kind and description, (iv) manage and administer, invest and reinvest any funds, securities and property received, (v) purchase, use, improve, operate and manage real and personal property, and borrow money for the improvement of any such property, (vi) hold property outright, in trust or in any other legal capacity, (vii) exercise all other rights and powers conferred by the laws of the State of Ohio upon nonprofit corporations and (viii) do all things incidental to the foregoing.

Section 3 Fundamental Principle: CWI is a non-denominational, non-sectarian, nonprofit Corporation that serves all participants without regard to race, color, creed, sex, sexual orientation, economic status, national origin or disability.

ARTICLE IV

MEMBERS

The members of the Corporation shall be dues-paying and hold voting rights and obligations detailed herein.

Section 1: Adult Voting Members

A. Terms of membership

1. Membership in the Corporation shall be open to all individuals eighteen (18) years of age and over. All Members must pay an annual membership fee unless such fee or fees is/are waived by the Board.
2. The Board of Directors establishes fees and privileges that may extend to the Members.
3. The Board, by a two-thirds (2/3) vote, may terminate or withhold membership with cause provided that proper notice is given to the Member two (2) weeks before termination.

B. The Authority of Members

Members may at the annual meeting:

1. Vote on the election of Directors
2. Vote on Members-at-Large of the Nominating Committee

C. The following actions of the Board require approval of a two-thirds (2/3) vote of the Members present at a special meeting:

1. The decision to sell Camp Wyandot
2. The decision to affiliate the Corporation with another Corporation or, if affiliated, to disaffiliate from that or another Corporation.
3. The decision to dissolve the Corporation.
4. The decision to dissolve core programs (overnight camp and day camp)

For any of the above under Section C, Members must be given a thirty (30) day notice of the meeting where the vote shall take place. This notice may be given by first-class mail or electronically.

D. The Directors may bring other matters to the Members for a vote at the Board’s discretion.

E. Right to Inspect

• Members shall have the right to examine all books and records of the Corporation for any reasonable and proper purpose and at any reasonable time except those books and records regarding employees, other Members, and donors.

Section 2: Youth Non-Voting Members: The Board has the authority to establish a membership for individuals under the age of eighteen (18). The Board determines the cost, term, rights and responsibilities of membership. The Board is excluded from granting voting rights to youth members.

ARTICLE V

BOARD OF DIRECTORS

Section 1 Governing Powers: The property and affairs of the Corporation shall be managed by a Board of Directors and such officers and agents as they shall from time-to-time duly elect and appoint. No employee of the Corporation shall serve as a Director of the Corporation. The Board shall exercise all powers of the Corporation except those specifically reserved for the voting members.

Section 2 Board Responsibilities: Responsibilities of the Board include but are not limited to:

A. Determine the mission and purpose of the Corporation
B. Select an executive director (the “Executive Director”) and a Chair of the Board
C. Support and periodically evaluate the Executive Director
D. Monitor and strengthen the Corporation’s programs and services
E. Ensure adequate financial resources
F. Protect the assets and provide proper financial oversight including approval of financial policies
G. Build a competent and participating Board
H. Ensure legal and ethical integrity
I. Enhance the Corporation’s public and charitable standing

Section 3 Accountability: The Board shall be accountable to the Corporation for the management and operation of the Corporation and shall make an annual report to the Members of the Corporation. The annual report shall be made available to the general public.

Section 4 Number of Directors: The Board of Directors shall consist of not less than seven (7) nor more than thirteen (13) persons, who shall also be Voting Members. Upon election, Directors are required to become members of Corporation.

Section 5 Election: Directors shall be elected at the annual membership meeting by voice vote or show of hands and shall assume office immediately. Any member may call for a secret, paper ballot for any election.

If during the year the total number of Directors falls below the minimum required, the Board shall be required to fill the vacant position(s). Such positions shall be replaced with a majority vote of the Directors then in office.

• If the vacancy occurs within 4 months of the Annual Meeting (September or later), the nominating committee shall be responsible for recruiting a new Director to be elected by the Membership for a full term.
• If the vacancy occurs between January – August, the Board shall immediately, and at least within 90 days, fill the position. Any person so elected shall serve in a temporary position and shall be required to stand for election to a full term at the next Annual Meeting. The replacement shall be elected by a majority of the Directors then in office.

If a vacancy on the Board occurs that does not drop Board membership below the minimum required (7), the position shall remain vacant until the next Annual Meeting.

Section 6 Board Composition: The Board of Directors shall be comprised of members with a wide range of talents, skills and backgrounds, as determined are needed from time to time.

Section 7 Term of office: The term of office shall be two (2) years renewable for up to two additional terms so that each Director may serve a maximum of six (6) consecutive years. Directors may be re-elected after a one-year hiatus from the Board.

When the Board deems it necessary, for the purposes of succession or transition in a key board role (President or Treasurer) any Director who has served six consecutive years may be reelected to a one (1) year term in order to hold a position as an officer of the Corporation.

Section 8 Compensation: Directors shall serve without compensation except for reimbursement of expenses that are appropriately authorized and supported by documentation.

Section 9 Removal: Except as otherwise provided in this Section 7, the Directors may remove for cause any Director by a two-thirds (2/3) vote of the Directors present at the meeting of the Board of Directors (i) called for such purpose and (ii) at which a quorum is present. A minimum of seven (7) days prior notice of such proposed action shall be provided to the Director subject to removal.

In the event that any Director fails to attend three (3) consecutive meetings of the Board, or who is absent from four (4) or more Board meetings in a twelve-(12) month period, that Director shall be requested by the Secretary of the Board to provide a written affirmation of intent to serve. In the event that Director provides such written affirmation to serve but fails to attend the next meeting of the Board or fails to attend at least three (3) of the next four (4) Board meetings, that Director shall be considered to have resigned. Any Director who fails to respond when contacted to provide an affirmation of intent to serve shall also be considered to have resigned. The Chair shall cause a written mailed notice to be delivered to any resigning Director thanking that Director for that Director’s service. Any Director who is removed or resigns shall no longer participate in Board meetings and Board votes but may continue as a Member of the Corporation.

Section 10 Resignation: Any Director may resign at any time by providing written notice to the Chair, Secretary, or Board of Directors. Such resignation shall take effect upon receipt of the notice unless otherwise specified. The acceptance of a resignation shall not be necessary to make it effective.

ARTICLE VI

OFFICERS

Section 1. Election. The officers shall be a Chair, optionally a Chair-Elect,, a Secretary, a Treasurer. With the exception of the Executive Director who is a paid employee, Officers shall also be Directors. Officers shall be elected by the Board of Directors at the first board meeting after the Annual Meeting and assume office immediately. The office of Secretary and Treasurer may be combined into a single office of Secretary-Treasurer.

Section 2. Terms: The terms of office shall be for one year. All officers may serve up to three consecutive terms in the same officer position. After three consecutive terms in the same office, the person must vacate that position for at least one year before being eligible for re-election to that office.

Section 3 Nominations for officers shall be made by the Board Chair.

Section 4 Removal: Any Officer may be removed, with or without cause, by the Board of Directors. The election or appointment of an Officer for a given term shall not be deemed to create any employment or other contract rights. The Directors may fill any vacancy in any office occurring for whatever reason.

Section 5 Duties:

A. Chair: The Chair shall convene and preside at all meetings of the Board and shall perform such duties as may be assigned to him or her from time to time by the Board. Subject to the control of the Board of Directors, the Chair shall work in partnership with the Executive Director to exercise general management of the business and officers of the Corporation and see that Board resolutions are carried into effect. In the absence of the Chair, the Chair-elect,, or an officer selected by the Board of Directors shall preside in place of the Chair. In addition, the Chair shall:

1. Be the Chief Corporate Officer of the Corporation
2. Preside at all meetings of the Corporation
3. Appoint, with the approval of the Board, two members and the Chair of the Nominating Committee
4. Serve as ex officio member (without vote) of the Nominating Committee
5. Appoint special committees as the need arises subject to the approval of the Board
6. Delegate authority and assign duties to other Officers and Directors
7. Submit an annual report to the Members at the annual meeting that will be made available to the public.

B. Chair-Elect: The Chair-Elect shall perform the duties of the Chair at all times when the Chair cannot give active service. The Chair-Elect shall be the intended next person to be proposed as Chair to be elected by the Board and shall work collaboratively with the current Chair to be prepared to assume that role. The Chair-Elect shall serve as the Board appointed member of the Nominating Committee and shall serve as Chair of the NC. The Chair-Elect shall also perform other duties as needed.

C. Secretary: The Secretary shall be responsible for keeping an accurate record of all meetings of the Board, including minutes and votes taken, and see that all notices are duly given in accordance with the Bylaws or as required by law. The Secretary shall record votes taken at the annual meeting and at any special meetings. Additionally, the Secretary shall see that all notices of meetings are appropriately given, shall see that the books, reports, statements and all other documents and records of the Corporation required by law are properly kept and filed, and shall otherwise perform all duties assigned to the office.

D. Treasurer: The Treasurer of the Board of Directors shall be responsible for strategically directing financial policy of the organization while providing financial oversight. The Treasurer manages the Board’s review of, and actions related to, its financial responsibilities and, at Board meetings and whenever otherwise requested, provides the Board a statement of the financial condition of the Corporation. The Treasurer is empowered to require from all employees reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation and ensure staff members properly receive and give receipts for monies due and payable to the organization and deposit all such moneys in the name of the organization in appropriate accounts, maintain proper financial records and ensure appropriate financial reports are made available to the Board in a timely manner. The Treasurer shall also ensure the filing of regulatory reports related to the Corporation and its tax-exempt status, provide a financial report to the Members at the Annual Meeting, be responsible for implementing financial procedures of the Corporation including overseeing an outside financial audit and shall perform such other duties as designated by the Board of Directors.

Section 6 Compensation: Officers of the Corporation, except for the Executive Director, shall serve without compensation for such positions.

ARTICLE VII

NOMINATING COMMITTEE

Section 1 Committee Membership: There shall be a nominating committee (NC) of three (3) people (NC Members) which shall be a standing committee of the Corporation. The Chair-Elect of the Board or a Board designee shall serve as the Board appointed member and the Chair of the NC.

Section 2. The Nominating Committee Chair, in consultation with the Board, shall recruit two additional NC members from the existing membership.

Section 3 Purpose: The purpose of the Nominating Committee is to solicit candidates to fill Board positions as needed and to present those candidates at the Annual Meeting.

Section 4 Process:
A. The Board Chair and Executive Director shall assure that all corporation Members are informed of the process and timeline to nominate and elect Directors.

B. Anyone, NC Member or not, may submit a candidate to the Nominating Committee at any time and up to 90 days before the annual meeting. This allows the NC time to interview the candidate and decide those to be on the slate presented at the Annual Meeting.

C. The NC Chair shall keep the Board apprised of the progress of the NC and shall notify the Board of candidates for the positions at least fourteen (14) days prior to the Annual Meeting. The Board Chair shall assure the slate is provided to the Membership at least seven (7) days prior to the Annual Meeting. Nominations from the floor at the Annual Meeting shall not be permitted.

D. If during the year there are vacant seats on the Nominating Committee the NC Chair, after consulting with the Directors, shall fill the vacant seats so that the committee always has three (3) members.

E. The Nominating Committee shall be aware of the responsibilities of Directors under Ohio law, particularly ORC Section 1702. Prior to beginning candidate recruitment, NC members shall review the duties available on the State of Ohio Attorney General’s website: https://www.ohioattorneygeneral.gov/Files/Publications-Files/Publications-for-Business/GuideforCharityBoardMembers or other location.

ARTICLE VIII

MEETINGS

Subject to the exceptions applicable during an emergency, as defined in Section 1702.11 of the Ohio Revised Code, or any amendment thereto, the following shall apply:

Section 1 Meetings of the Membership:

A. Annual Meeting

The annual meeting of the Members of the Corporation shall be held in January, but no later than March 31, at a time and place determined by the Board. In the absence of action by the Board, the Executive Director shall make the determination.

The purpose of the annual meeting shall be:

1. To elect Directors and Members-at-Large to the Nominating Committee
2. To receive reports of the Chair, Treasurer and Executive Director
3. To consider such other business as may come before the meeting
4. To amend the Bylaws as necessary.

The Board shall prepare the agenda. This provision shall not preclude introduction of other business from the floor, provided that previous notice is not required by the Bylaws.

B. Special Meetings

Special meetings may be called by the Executive Director, by vote of one-fourth (1/4) of the Board of Directors, or by one-fifth (1/5) vote of the voting members. The Board of Directors shall prepare the agenda. This provision shall not preclude introduction of other business from the floor provided that previous notice is not required by the Bylaws.

C. Notice of Meetings

Written notice of the Corporation’s meetings shall be sent electronically or by first-class mail to all voting Members in good standing with as much notice as possible, at least twenty (20) days in advance of the annual meeting, and at least fourteen (14) days in advance of any special meeting. Such notice shall include a preliminary agenda indicating the business to be conducted at the meeting, and the place and time the meeting is to occur. The slate of nominees for Board and any supporting materials for other agenda items shall be provided to the membership no less than seven (7) days prior to the Annual or Special meeting.

D. Voting Privileges

All voting Members as defined in Article IV Section 1 who are in good standing prior to and including the day of a Corporation meeting shall have voting privileges at that Corporation meeting. Good standing includes the Member whose annual membership dues have been paid.

E. Quorum

Members present at the regular meeting or special meeting of the Corporation shall constitute a quorum. Any action may be taken or authorized by an affirmative vote of a majority the Members present and voting. Except as otherwise specified, voting shall be by voice vote.

Section 2 Meetings of the Directors:

A. Meetings: The Board of Directors shall meet no less than ten (10) times per calendar year. Special meetings may be called by the Chair or by the request of at least two (2) Directors.

B. Attendance: Meetings, except for duly-called Executive Sessions, shall be open to all Members and other invited persons. Attendees who are not Directors are limited to observing the proceedings unless the opportunity to speak is solicited at the meeting or is arranged in advance with the Chair. Only Directors may vote.

C. Quorum: The quorum for all meetings of the Board shall be a majority of the then total number of Directors.

Section 3 Authorized communications equipment: Authorized communications equipment is equipment that provides a transmission, including by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the Director involved and allows all persons participating in a meeting to contemporaneously communicate with each other.

Section 4 Place of Meetings: Meetings of the Board of Directors shall be held at the principal office of the Corporation in central Ohio, or at such other place within the State of Ohio, as may be designated in the notice of the meeting. Meetings may also be held through any authorized communications equipment. Participation by a Director in a meeting through the use of any of those means of communication constitutes presence in person of that Director at the meeting for purposes of determining a quorum.

Section 5 Notice of Meetings: Unless waived, written notice of the time and place of each meeting of the Board of Directors shall be given to each Director by either personal delivery, mail, e-mail transmission, telephone, or facsimile transmission at least two (2) days before the meeting. Unless otherwise provided by these Bylaws or by law, this notice need not specify the purposes of the meeting.

Section 6 Voting: Directors participating in a meeting may vote by use of authorized communications equipment pursuant to procedures adopted by the Directors for the use of the equipment that permits the Corporation to verify that a person is a Director and to maintain a record of any vote.

ARTICLE IX

WAIVER OF NOTICE AND ACTION WITHOUT A MEETING

Any Director may waive any notice required to be given by law or under these Bylaws. Such waiver shall be in writing and may be given either before or after any meeting. The attendance of a Director at any meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting. Any protest must be made prior to or at the commencement of the meeting. Any action which may be authorized or taken at a meeting of Directors, may be authorized or taken without a meeting by written consent in accordance with Section 1702.25, Ohio Revised Code. Actions thus taken shall be filed with or entered upon the records of the Corporation.

ARTICLE X

COMMITTEES

Section 1 Standing Committees of the Board: In addition to the Nominating Committee, the Board of Directors may establish and determine the function of standing committees as needed and assuring that governance and fiduciary responsibilities of the Board are fulfilled. Any such committee shall be accountable to the Board.

Section 2 Ad Hoc Committees of the Board: Ad hoc committees may be appointed by the Chair as deemed necessary and shall serve at the pleasure of the Board. Any such committee shall be accountable to the Board.

Section 3 Committee Membership: All Board committees shall have at least one Director as member and may also include Corporation Members and non-members whose knowledge, skills and abilities are deemed helpful to the work of the committee.

Section 4 Organizational Committees: The Executive Director may establish and determine the function and membership of standing or ad hoc committees to support the operations of the corporation. Any such committee may be comprised of Corporation members and non-members whose knowledge, skills and abilities are deemed helpful to the work of the committee. All such committees are accountable to the Executive Director. The Executive Director shall keep the Board informed of the formation and work of any such committees.

ARTICLE XI

EXECUTIVE DIRECTOR

Section 1 Employment and Release: The Board, by a vote of a majority at a duly convened Board meeting at which a quorum is present, shall be responsible for the employment of an Executive Director.

The Board, by vote of a majority at a duly convened Board meeting at which a quorum is present, shall have the authority to release the Executive Director provided that previous notice of such action has been given to the entire Board and the Executive Director.

Section 2 Responsibilities/Accountability: The Executive Director shall administer the work of the Corporation as delegated by the Board and ensure the delivery of program services adhere to the policies and procedures of the Corporation.

The Executive Director shall have the responsibility for the selection, appointment and release or termination of staff. All personnel, volunteer or paid, involved in the delivery of program services are considered to be staff.

The Executive Director shall be accountable to the Board through the Chair.

Section 3 Board/Executive Committee Participation: The Executive Director shall be a non-voting advisor to the Board, the Board’s only direct employee, and an ex-officio, non-voting member of all Board committees.

ARTICLE XII

PARLIAMENTARY AUTHORITY

Robert’s Rules of Order Newly Revised will govern the Corporation in all cases to which they are not inconsistent with these Bylaws or special rules of order the Corporation may adopt.

ARTICLE XIII

CONFLICTS OF INTEREST

It is the responsibility of each Director to discharge his or her duties as a Director in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation, and with the care, an ordinarily prudent person in a like position would exercise under similar circumstances. No less than annually, Directors shall review and sign CWI’s Conflict of Interest policy and declare any potential or actual conflicts.

ARTICLE XIV

INDEMNIFICATION OF OFFICERS AND TRUSTEES

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or by or in the right of the Corporation to procure a judgment in its favor to the extent such indemnification is permitted by law, by reason of the fact that such person is or was an officer, director, employee, or agent of the Corporation, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

It is the intention of this Article that the Corporation indemnifies any officer, director, employee or agent of the Corporation to the extent authorized, and upon the conditions imposed, by Chapter 1702 of the Ohio Revised Code and specifically Section 1702.12, or any subsequent comparable legislation. The Corporation shall purchase and maintain appropriate comprehensive liability insurance for this purpose.

ARTICLE XV

AMENDMENTS

Section 1 Amendments by the Board: The Board may order and prepare amendments of these Bylaws. The Bylaws may be amended at any regular or special meeting of the voting Members by a majority vote. Members must be notified fourteen (14) days in advance of a special meeting to amend the Bylaws or twenty (20) days of a Board meeting to amend the Bylaws. This notification may be by first class mail or electronically. Along with this notification Members must be provided with a copy of the proposed amendments.

Section 2 Revisions by the Board: The Board may order and prepare a revision of these Bylaws. The requirements for notice and adoption of a revised set of Bylaws will be the same as in Section 1 of this Article.

Section 3 Submitting an Amendment or a Revision by a Member: Any voting Member may submit an amendment, signed by at least one-tenth (1/10) of the other voting Members, to the Board.

Within two (2) months, such amendments must appear in writing along with any other proposed amendments by the Board and must be provided to the Members as noted in Section 1 of this Article.

ARTICLE XVI

MISCELLANEOUS

Section 1 Books And Records: The Corporation shall keep books and records of account, shall also keep minutes of the Board meetings and committees having the Board’s authority, and shall keep, at its principal office, a record giving the names and addresses of the Directors.

Section 2. Fiscal Year: The Corporation’s fiscal year shall begin on the first day of January and end on the last day of December unless otherwise determined by the Board.

Section 3 Contracts: The Board may authorize any of the Corporation’s officers or agents to enter into any contracts on the Corporation’s behalf.

Section 4. Checks, drafts, and other instruments: All checks, drafts and other instruments issued in the Corporation’s name shall be issued and executed in accordance with fiscal policies adopted by the Board.

ARTICLE XVII

DISSOLUTION

This Corporation may be dissolved by a two-thirds (2/3) vote of the voting Members in attendance at a duly called annual or special meeting of the Corporation. Thirty (30) days prior notice of the meeting and its purpose shall be required.

Upon dissolution, all assets of the Corporation shall be transferred to another charitable corporation or Corporation under Internal Revenue Code Section 501(c)(3) to be used solely for a charitable purpose. Distribution of all assets must be approved by a two-thirds (2/3) majority in attendance at a duly called annual or special meeting of the Corporation.

CERTIFICATION OF BYLAWS

These Bylaws were [ ] adopted [ x ] amended [ x ] revised and restated by Members of Camp Wyandot Inc. at a duly called meeting on _____________, with a quorum present as prescribed by the Bylaws.

The minutes of this meeting are on file in Camp Wyandot Inc.’s office.

By: _________________________________
Board Chair

By: _________________________________
Board Secretary