BY-LAWS

Newton Falls Preservation Foundation

Newton Falls, Ohio 44444

BY-LAWS

PREAMBLE

The following Bylaws shall proscribe the terms of governance of the Newton Falls Preservation Foundation to the extent such terms and provisions herein are not in conflict with mandatory provisions of the Ohio Revised Code or other applicable Federal Law or regulation. In the event of a conflict between these Bylaws and mandatory provisions of the Ohio Revised Code or applicable Federal Law or regulation, the provisions of the Ohio Revised Code or applicable Federal Law or regulation shall control.

ARTICLE 1 – NAME

The legal name of the Non-Profit Corporation/Organization shall be known as NEWTON FALLS PRESERVATION FOUNDATION and shall herein be referred to as the “Corporation/Organization”, or, “Foundation”.

ARTICLE 2 – PURPOSE

The general purposes for which this Foundation has been established are as follows: The preservation of the local historic architecture and cultural heritage of Newton Falls, Ohio through education, collaboration, advocacy and stewardship. Through these efforts, the Foundation strives to ensure the preservation of our history and landscapes while at the same time enhancing the quality of life and opportunities for the citizens, residents and children of Newton Falls, Ohio.

The Corporation/Organization is established as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the forgoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any non-profit organization by the laws of the State of Ohio and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “Code”).

ARTICLE 3 – OFFICES

The principal office of the Corporation/Organization shall be located at 1015 Paige Court, Newton Falls, Ohio, 44444.

The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need for from time to time.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation/Organization, upon dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation/Organization. Upon liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has establish its tax-exempt status pursuant to Section 501 (c) of the Code.

ARTICLE 5 – MEMBERSHIP

There shall be three (3) classes of membership as follows:

Voting Member. Voting Members consists of Newton Falls Area residents who support the Foundation by: 1) Initially contributing a minimum of one hundred dollars ($100.00); 2) participating on a committee; and 3) attending a minimum of 50% of Foundation meetings. For the purpose of voting, a Voting Member must be present at such meeting as a vote is taking place. There shall be no voting by proxy.
Associate Member. Associate Members consist of persons initially contributing a minimum of one hundred dollars ($100.00) but who otherwise do not meet the full requirements to be a Voting Member; and
Honorary Members. Honorary Members consist of individuals whose membership is voted upon and approved by the Board of Directors. Honorary Members are non-voting members and not required to make a monetary contribution.

Membership dues shall be as follows:

Initial Membership Dues are established at fifty ($50.00) dollars per year. Membership Dues shall be reconsidered, and modified as appropriate, at the Annual Meeting of the Foundation. Should no action be approved at any Annual Meeting relative to the Membership Dues, the established Membership Dues shall continue for the successive year.
Honorary Members shall be exempt from paying the annual Membership Dues.
The amount of the annual Membership Dues for a Voting member shall be an amount equal to one-half (1/2) of such amount as established under Paragraph (A) hereof.

The Foundation through its Secretary and/or Treasurer shall keep an accurate record among the Foundation Books and records of all members, their names, addresses, class of Membership and date of admission.

ARTICLE 6 – MEMBERSHIP MEETINGS

Regular meetings of the Members shall take place at such dates, times, and places as are determined by the Board of Directors. Notice of regular meetings and related information shall be posted on the Foundation website.

The Annual Meeting shall be for the purpose of election of officers and directors shall be held at the time of the regular meeting in November of each year.

Special Meetings may be called by the President, Vice President or two (2) Board members. A minimum two (2) day Notice to the other Board Members shall be given for a Special Meeting. Such Notice shall state the date, time and location of Special Meetings and such location shall be within the geographic area of the Foundation.

A quorum of the Board of Directors is necessary for the transaction of business at any meeting. A quorum for such purpose shall consist of at least three (3) members of the Board of Directors.

The order of business for all regular meetings shall include, but is not limited to, the following items, which shall be covered in the sequence shown as far as circumstances permit:

Roll call
Approval of minutes
President’s report
Vice President’s report
Board Member’s report(s)
Finance report
Committee reports
Old Business
New business
Member’s comments
Closing comments
Next meeting
Adjournment

ARTICLE 7 – BOARD OF DIRECTORS

General Powers and Responsibilities

The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Ohio Revised Code. The Board shall establish policies and directives governing business and programs of the Foundation and shall delegate to the President and Officers and Foundation staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board members shall have up to five (5), but no fewer than three (3), Board members. The number of Board members may be increased to beyond five (5) members or decreased to Four (4) members by the affirmative vote of a majority of the then serving Board Members. A Board member need not be a resident of the State of Ohio or a resident of Newton Falls Village. A Board member may also serve as an Officer and/or as Chairman of any Committee.

In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligation, including voting power, as the other Directors.

Board Compensation

Members of the Board shall receive no compensation other than a reimbursement for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Members of the Board and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Foundation in any other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee shall be established and shall present nominations for new and renewing Board members within thirty (30) days prior to each Annual Meeting. Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on. A Voting Member may also nominate themselves or another Voting Member to be a Board member. New and renewing Board members shall be approved by a majority of those Voting Members present at such duly noticed meeting of Voting Members called for such purpose.

Term of Board

All appointments to the Board shall be for a term of two (2) years. No person shall serve more than three (3) consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to two (2) additional years(s). No person shall serve more than eight (8) consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after two (2) years have passed since the conclusion of such Board member’s service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

The death, resignation, or removal of any Director;
The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a Director,
Missing three (3) consecutive meetings of the Board of Directors, or a total of four (4) meetings of the Board during any one calendar year;
An increase in the authorized number of directors; or
The failure of the Directors, at any annual or other meeting of Directors at which Director(s) are to be elected, to elect the full authorized number of Directors.

The Board of Directors, by way of affirmative vote of a majority of the Directors then currently in office, may remove any Director with or without cause at any regular or special meeting, provided that the Director to be removed has been notified in writing, in the manner set for the in Article 7 – Meetings, that such action would be considered at the meeting.

Any vacancy on the Board may be filled by vote of a majority of the Voting Members, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before the director’s term of office expires. A Board Member elected to fill a vacancy shall be elected for the expired term of his or her predecessor in office.

Meetings

The Board may conduct Board meetings, independent of the regular membership meetings, as described in Article 6, at such time and place as shall be determined by the Board. The Chair of the Board or any two (2) regular Board members may call a special meeting of the Board with two (2) days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.

Minutes

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within ten (10) business days after the close of each Board meeting.

Quorum

At each meeting of the Board of Directors or Board committees, the presence of three (3) persons shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

Voting

Each Board member shall only have one vote.

Proxy

Board members shall not be allowed to vote by written proxy at any Board or Membership meeting.

ARTICLE 8 – OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation/Organization which shall include a Chair of the Board (Chief Executive Officer), President Executive Director), a Secretary, a Treasurer (Chief Financial Officer), and such other officers as the Board may designate by resolution. The same person may hold any number of offices, including as a Board member, except that neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board or the President. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or the Bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board. Any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of the Corporation/Organization. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance with the herein prescribed Bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

Chair of the Board (Chief Executive Officer)

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and any Executive Committee. The Chair of the Board is authorized to execute, in the name of the Corporation/Organization, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation/Organization, except when required by law that the President’s signature must be provided.

President (Executive Director)

It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the Corporation/Organization, subject to the control, advise and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of the Corporation/Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the President under a contract of employment where appropriate. The President shall be empowered to act, speak for, or otherwise represent the Corporation/Organization between meetings of the Board. The President shall be responsible for the hiring and firing of all personnel, if any.

The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the Corporation/Organization, to execute in the name of the Corporation/Organization all contracts and other documents authorized either generally or specifically by the Board to be executed by the Corporation/Organization, and to negotiate any and all material business transactions of the Corporation/Organization.

Secretary

The Secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation/Organization, which are required to be kept, and shall act as Secretary at all meetings of the Board of Directors and all Membership meetings and shall keep the minutes of all such meetings on file in hard copy or electronic format. She/he shall attend to the giving and serving of all notices of the Corporation/Organization and shall see that the seal of the Corporation/Organization, if any, is affixed to all documents, the execution of which on behalf of the Corporation/Organization under its seal is duly authorized in accordance with the provisions of these Bylaws.

Treasurer (Chief Financial Officer)

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be keep and maintained, adequate and accurate accounts of all the properties and business transactions of the Corporation/Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board, President and Directors, on a monthly basis or whenever they may request it, a financial report of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation/Organization.

The Treasurer shall give the Corporation/Organization a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to the Corporation/Organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control upon the Treasurer’s death, resignation, retirement, or removal from office. The Corporation/Organization shall pay the cost of such a bond.

ARTICLE 9 – COMMITTEES

Committees

The Board of Directors or President may designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall consist of one (1) or more Directors, and may also include persons whom the Directors believe to be reliable and competent to serve at the specific committee. The Board of Directors or President may also designate one (1) or more advisory or special purpose committees that do not have the authority of the Board.

Unless otherwise authorized by the Board of Directors, no committee shall compel the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.

Meetings and Actions of Committees

Regular and Special meetings of committees may be called by resolution of the Board of Directors. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these Bylaws for the governance of any committee.

A committee shall be considered discharged upon completion or formal termination of the purpose for which it was appointed and after a final report is submitted to the Board of Directors.

ARTICLE 10 – STANDARD OF CARE

General

A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the Director deems to be in the best interest of the Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

One or more officers or employees of the Corporation/Organization whom the Director deems to be reliable and competent in the matters presented;
Counsel, independent accountants, or other persons, as to the matters which the Director deems to be within such person’s professional or expert competence; or
A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director deems to merit confidence,

so long as in any such case the Director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8 – Standard of Case, any person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Foundation or assets held by it, are dedicated.

Loans

The Foundation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that the Foundation may advance money to a director or officer of the Foundation may advance money to a director or officer of the Foundation or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expense absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors or an immediate relative of such officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.

Duty to Disclose

In connection with any actual or possible conflict of interest, a Director must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors who are considering the proposed transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

The names of all the persons who disclosed or otherwise were found to have financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.

Violation of Loyalty – Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its Directors, or between this Corporation/Organization and any corporation, fir, or association in which one or more of the Directors has a material financial interest (“Interested Director”), or (ii) between this Corporation /Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be void or voidable because such Director(s) of a corporation, firm or association are parties or because said Directors are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:

All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director);
All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith without counting the vote of the Interest Director(s) and the contract is just and reasonable as to the Corporation/Organization at the time it is authorized, approved, or ratified; or
As the contracts not approved as provided in above sections (a) and/or (b) the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation/Organization at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

Indemnification

To the fullest extent permitted by law, the Foundation shall indemnify its “agents”, as described by law, including its directors, officers, members, employees and volunteers, and including persons formerly occupying any such potion, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any threatened, eminent, pending or completed “proceeding,” whether civil, administrative, or investigative and including any action by or in the right of the Foundation, by reason of the fact that the person is or was a person carrying out duties in connection with such person’s duties as a member of the Foundation and/or as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

The Foundation shall have the power to purchase and maintain insurance on behalf of any agent of the Foundation, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 11 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, or otherwise by provisions of these Bylaws and such execution or signature shall be binding upon the Corporation/Organization.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation/Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed, signed, and/or endorsed by the President.

All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special account of the Corporation/Organization, shall be signed by such person or persons as these Bylaws or as the Board of Directors shall authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of the Foundation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Foundation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation.

ARTICLE 12 – RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board, committees of the Board and Membership Meetings. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Foundation. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Foundation shall turn over to his or her successor or the Chair of the Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Foundation as have been in the custody of such officer, employee, or agent during his or her term of office.

Only officers and Directors, then appointed or serving in such capacity, shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Foundation. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be reviewed by an independent certified public accountant, in conformity with generally accepted accounting standards. The Corporation/Organization shall make these financial statements available to the Ohio Attorney General and members of the public for inspection no later than one hundred-fifteen (115) days after the close of the fiscal year to which the statements relate.

Reports

The Board shall ensure an annual report is sent to all Directors within ninety (90) days after the end of the fiscal year of the Corporation/Organization, which shall contain the following information:

The assets and liabilities, including trust funds, of this Corporation/Organization at the end of the fiscal year.
The principal changes in assets and liabilities, including trust funds, during the fiscal year.
The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the fiscal year.
The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the books and records of the Corporation/Organization.

ARTICLE 13 – FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on December 31 and shall begin

on January 1.

ARTICLE 14 – AMENDMENTS AND REVISIONS

These Bylaws may be adopted, amended, or repealed by the vote of a majority of the Directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions with explanations therefor, is given in accordance with these Bylaws. If any provision of these Bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed except by that greater vote.

ARTICLE 15 – MISCELLANEOUS

No member of the Board of Directors shall receive compensation. The annual dues of the Treasurer and Secretary dues shall be waived.
Two signatures are required for all financial documents. One signature always being that of the Treasurer.
All expenditures must be approved by a majority vote of the Board of Directors, with expenditures in excess of Five Hundred Dollars ($500.00) be approved by a majority of Voting Members in attendance.
The Foundation shall retain funds in an account at a bank or other financial institution having an office within the geographic area of the Foundation.
The Foundation may contribute to other organizations, service cubs, and foundations for the benefits of the community and its citizens. Amounts up to One Hundred Dollars ($100.00) can be authorized by majority vote of the Board of Directors at any meeting and funds can be sent immediately. Amounts larger than One Hundred Dollars ($100.00) must be authorized by a majority vote of Voting Members at any meeting and released within five (5) business days.
It is encouraged that whenever practical local business, contractors or other professionals should be used by the Foundation.
It is encouraged that three (3) bids and/or estimates be sought for any product or service costing less than Two Hundred Dollars ($200.00).
It is required to seek three (3) bids and/or estimates for products or services costing more than Five Hundred Dollars ($500.00).Unless these Bylaws provide otherwise, the proceedings of all meetings shall be governed by Robert’s Rules of Order.

ARTICLE 16 - GRIEVANCE

Any grievance to, or dissatisfaction with, the Foundation held by any Member desiring to be heard is to be submitted in writing to the Board of Directors for review at any meeting. No discussion of the grievance shall be heard or commented upon at any meeting until the grievance is brought before the membership by the Board. Within thirty (30) days after review and any diligent investigation of the grievance, the Board shall present the grievance along with a Board recommendation to the Voting Members in attendance at the next regular meeting. Those Voting Members will decide by majority vote whether to adopt the recommendation of the Board. If the Voting Members vote to remove a Member of the Foundation, that individual, business or corporation waives all dues previously paid to the Foundation.

ARTICLE 17 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Ohio Revised Code, as amended from time to time, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender incudes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Chrystal Shirley-Buford, certify that I am the current elected and acting Secretary of the Newton Falls Preservation Foundation, and the above Bylaws are the Bylaws of this Corporation/Organization as adopted by the Board of Directors on _____________________, and that they have not been amended or modified.

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Chrystal Shirley-Buford - Secretary Date