(Amended and Restated September 25, 2012)
ARTICLE I – NAME
The name of this corporation shall be The Literacy Council of Clermont and Brown Counties, also identified as The Clermont/Brown Literacy Council or the Clermont County Literacy Council (the “Council”).
ARTICLE II – PURPOSE
Section 2.1 – Purpose. The purpose of this corporation shall be to promote literacy as defined by the National Literacy Act of 1991, in which literacy is characterized as “an individual’s ability to read, write, speak English, compute and solve problems at levels of proficiency necessary to function on the job and in society, to achieve one’s goals, and develop one’s knowledge and potential.”
To achieve its purpose, Council shall
- Recruit and tutor under-educated adults at least eighteen (18) years of age and older.
- Train and provide support and refresher training for tutors, trainers, and literacy leaders.
- Inform the community as to its literacy needs and promote its participation in the activities of Council.
- Cooperate and work with ProLiteracy America and ProLiteracy Worldwide and other community agencies to further the spread of literacy training.
- Provide teaching sites in areas served by Council mutually convenient for use by tutors and students.
Section 2.2 – Activities. The Board of Directors shall control all activities of Council. In connection with such activities, the Board of Directors shall have the powers and duties set forth herein.
ARTICLE III – MEMBERSHIP
Section 3.1 – Member. A member of the Council shall be any person who has an interest in joining as a member and has paid his current membership dues. Directors shall also be deemed to be members and shall have all the rights and privileges of members for purposes of any statute or rule of law requiring action by, or making reference to, members; provided, however, that if the provisions of Ohio non-profit corporation law relating to meetings of members differ from the provisions of such law relating to directors, it shall be sufficient to comply with the provisions of such law relating to meetings of directors.
Section 3.2 – Membership Availability. Membership in the Council shall be available to all persons willing to further its purpose and regularly to pay current membership dues.
ARTICLE IV – COMMITTEES
Section 4.1 – Types. The Board shall have power to create from time to time such committees, standing or special, and to give them such power and authority, as it shall deem best, and to revoke their appointment or restrict or modify their powers. It may appoint an Executive Committee and delegate to such committee any of its powers, other than the power and authority to fill vacancies among Directors or in any committee, to be exercised in intervals between meetings of the Board of Directors. Upon adoption of these Bylaws, the Board shall be organized to include an Executive Committee, three (3) standing committees, and ad hoc committees as required. Committee membership shall consist of no fewer than two (2) Directors. Interested volunteers may be recruited as committee members.
Section 4.2 – Executive Committee. The Executive Committee shall consist of four members of the Board: the President, the Vice President, the Treasurer, and the Secretary. Each member shall have one vote. The Committee shall have all the powers of the Directors between meetings of the Directors, other than the power and authority to fill vacancies among Directors or in any committee of the Board. The Committee shall keep a record of its proceedings and report on action taken by it to the next regularly scheduled meeting of the Board.
Section 4.3 – Governance Committee. The Governance Committee shall prepare and maintain job and position descriptions, personnel policies, and performance evaluations for paid staff and position descriptions for members of the Board and officers of Council. The Committee shall recommend for Board approval all staff salary changes. When Board vacancies occur, the Committee shall form itself into an ad hoc Nominating Committee to recruit interested and capable individuals and present them to the Board for consideration of election. Acting as the Nominating Committee, it shall also be responsible for nomination of officers for consideration of election at the Annual Meeting. It shall review and recommend to the Board additions to or revisions of Bylaws when deemed appropriate. The Committee shall assist the Council staff with issues regarding office facilities, equipment and operations.
Section 4.4 – Development Committee. The Development Committee shall work with Council staff to identify funding resources to support ongoing and special programs. It shall authorize fundraising events and assist Council staff with organizing, staffing and producing such events. It shall also assist Council Staff with development of programs and informational materials to encourage enrollment of students, to enlist the aid of volunteers and to increase public awareness of Council and its programs and services.
Section 4.5 – Program Committee. The Program Committee shall assist Council staff with development and evaluation of literacy instructional programs and shall be responsible for ensuring that all programs conform with Council’s mission. The Committee shall comprise tutor trainers responsible for pre-service and in-service training and for certification of tutors. The Committee from time to time shall also recruit apprentice tutor trainers.
Section 4.6 – Budget Committee. Annually the Board shall appoint an ad hoc Budget Committee which shall be responsible for preparation of the annual budget for presentation to the Board for its approval and adoption at its meeting in November. The Committee shall also be responsible for overseeing the accounting system and ensuring that it meets general accounting standards.
Section 4.7 – Meetings. The Executive Committee shall meet, or otherwise confer, to act on matters requiring timely action when insufficient time exists to convene a meeting of the full Board. Actions taken by the Executive Committee shall be reported to the full Board at its next regularly scheduled meeting. Standing and ad hoc committees shall meet at times designated by the respective committee chairmen, each of whom shall timely schedule such meetings to occur when appropriate action of such committee is required.
ARTICLE V – BOARD OF DIRECTORS (the “Board”)
Section 5.1 – Number and Terms. The number of Directors of Council may be changed from time to time by affirmative vote of a majority of the Directors, provided that the minimum number of directors shall be five (5) and the maximum number shall be twenty (20). The term of each director shall commence upon the director’s election and shall continue until the biennial election of all directors held at the annual meeting in November of the next odd-numbered year, until his or her successor is elected, or until his or her earlier resignation or removal from office for cause.
A Director shall serve for a term of two years and shall be automatically eligible for re-election for an additional term of two years. The Board may approve election for a third or subsequent term(s) of any Director who wishes to continue service as a Director.
Section 5.2 – Election. A list of those nominated for positions as Director shall be presented to the Board at least two weeks prior to the Annual Meeting at which elections are to be held. Prospective Board members shall be invited to attend a Board meeting prior to the Annual Meeting to allow current members of the Board to meet and converse with them.
Section 5.3 – Vacancies. In the event of a vacancy on the Board caused by the death, resignation, or removal of a Director by the Board, the remaining Directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill such vacancy for the unexpired term.
Section 5.4 – Interim Election. An interim election of an additional Director(s) shall be approved by a majority vote of those members of the Board present at a meeting at which a quorum is present and at which such interim election is being voted upon.
Section 5.5 – Duties. The Board shall have all the authority of Council and shall formulate policies and procedures for furthering its purposes and objectives, shall have general supervision of the affairs of Council, and may make general rules and regulations for governing Council. It shall be responsible for ensuring that funds are made available to carry out Council’s purposes and objectives. The Board shall name selected directors to serve on committees as described in Article IV. The Board shall elect officers of Council as described in Article VI. It shall appoint an Executive Director who shall report directly to the Board and for whom the Board shall approve a position description, a copy of which shall be maintained on file in the office of Council. During any period in which the position of Executive Director has been vacated, for whatever reason, the Board shall make alternate arrangements with staff and/or volunteer member(s) to insure the overall supervision and continued operation of the organization. The Board may arrange for financial audits of the accounts of Council as it deems desirable or as deemed necessary to meet requirements of Council’s funding sources. It shall designate authority for signing checks to withdraw funds from Council’s bank accounts.
Section 5.6 – Meetings. The Annual Meeting of Council shall be held at the principal office of Council, or at such other place as may be designated in the notice of the meeting, on the fourth Tuesday in November of each year, if not a legal holiday, but if a legal holiday, on the day following which is not a legal holiday at a time to be set by the Board at a prior meeting.
The Board shall meet four times each calendar year, at least once in each calendar quarter. It may schedule additional meetings as necessary. Notice of a meeting of the Board shall specify the time, place, and purpose of such meeting.
A special meeting of the Board may be called by the President or by the Secretary upon the request of three members of the Board, provided that each member of the Board is notified of the time, place, and purpose of such meeting at least seven (7) calendar days prior to the date of the meeting.
Section 5.7 – Quorum. One-third of the voting members of the Board shall constitute a quorum. The act of a majority of the directors present at any meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
Section 5.8 – Action Without Meeting. Any action, which may be authorized or taken at a meeting of the Board, may be authorized or taken without a meeting by the unanimous written consent of the directors pursuant to Section 1702.25 of the Ohio Revised Code.
Section 5.9 – Waiver of Notice. Notice of the time, place, and purpose(s) of any meeting of Directors, whether required by law, the Articles of Incorporation, or these Bylaws, may be waived, either before or after the holding of such meeting, by any Director, which, if in writing, shall be filed with or entered upon the records of the meeting. The attendance of any Director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.
Section 5.10 – Resignation. Any Director may resign at any time by giving written notice to the Board. Such resignation shall take effect as of the date of the receipt of such notice, unless such notice specifies a later effective time.
Section 5.11 – Removal. Should a Director fail to be present at three (3) consecutive scheduled meetings of the Board without having been excused for illness or for another reason approved by the Board, he shall be considered for termination as a Director by a majority vote of the members of the Board present at the meeting at which his removal is to be voted upon. Any Director may be removed from office, either with or without cause, by a vote of a majority of the Directors at a special meeting called by the Board for consideration of such action.
ARTICLE VI – OFFICERS
Section 6.1 – Designation. The officers of Council shall be the President, Vice President, Secretary, and Treasurer. The Directors may provide for such other elected officers as may be deemed necessary from to time.
Section 6.2 – Election and Term of Office. The officers of Council shall be elected annually by the Board at its Annual Meeting or at a special meeting of the Directors held for such purpose. Each officer shall hold office for a term of one (1) year or until his successor is elected, or until his earlier resignation, removal from office, or death. Officers shall serve two consecutive one-year terms, and, upon approval of a majority of the Board, may be re-elected for additional terms should conditions warrant.
A list of those nominated for positions as officers shall be presented to the Board at least two weeks prior to the Annual Meeting at which elections are to be held.
Additional nominations may be made from the floor during the Annual Meeting provided that the consent of the nominee(s) has been secured. When there is more than one candidate for an office, election of the individual to serve in that position shall be by secret ballot of those present. A plurality of votes cast shall elect.
Section 6.3 – Powers and Duties. Subject to such limitations as the Directors may from time to time prescribe, the officers shall each have such powers and perform such duties as generally pertain to their respective offices and such further powers and duties as may be conferred from time to time by the Directors, or, in the case of all officers other than the President, by the President, including but not limited to the following powers and duties:
- President. The President shall be a member of the Board and shall preside at all meetings of the Board, the Executive Committee and Council, and shall be ex-officio member of all committees except the Nominating Committee. Unless otherwise provided, the President shall appoint the chairperson and members of all committees of the Board.
- Vice President. The Vice President shall perform the duties of the President when the President is absent and shall undertake such other duties as the President may assign him.
- Secretary. The Secretary shall give notice in writing of the time, place, and purpose of all meetings of the Board; shall keep a record of all proceedings of such meetings; and shall prepare and sign the minutes of each such meeting, a copy of which shall be maintained in the office of Council.
- Treasurer. The Treasurer shall supervise the safekeeping of the funds of Council, shall present a written financial report at each Board meeting and at the Annual Meeting, and shall be responsible for preparation and filing of all reports with the Internal Revenue Service and the office of the Attorney General of the State of Ohio as required to maintain the tax-exempt status of the corporation.
Section 6.4 – Assumption of Duties. Officers elected at the Annual Meeting, or at any special meeting of the Board called for such purpose, shall assume their duties and responsibilities immediately following adjournment of the meeting at which such election(s) occurred.
Section 6.5 – Vacancies. Officers filling a vacancy occurring between annual elections shall serve the remainder of that term of office and be eligible for two subsequent re-elections.
Section 6.6 – Removal. Any officer elected or appointed by the Board may be removed from office, with or without cause, by a vote of a majority of all the elected Directors at a meeting at which a quorum is present.
ARTICLE VII – FISCAL YEAR
The fiscal year of Council shall be January 1 through December 31, or such other year(s) as the Board may adopt from time to time.
ARTICLE VIII – EXEMPT ACTIVITIES
These Bylaws and any powers of authorizations contained herein shall be subject to the restrictions and prohibitions contained in the Articles of Incorporation of the Corporation, and, notwithstanding any other provisions of these Bylaws, no Director, officer, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or by any organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended.
ARTICLE IX – PARLIAMENTARY AUTHORITY
Council’s file copy of Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws.
ARTICLE X – DISSOLUTION
In the event of dissolution of the Council, its assets, after liquidation of all indebtedness, shall be distributed to comparable organization(s) in accordance with governmental regulations and as determined by a majority vote of the Board.
ARTICLE XI – AMENDMENT OF BYLAWS
The Board may amend, alter, or repeal these Bylaws, or any provision(s) therein, by action of two-thirds of those Directors present at any meeting convened for such purpose, provided that notice of the proposed amendment has been sent to each Director at least seven (7) calendar days prior to the date of such meeting.
ARTICLE XII – STATEMENT OF NON-DISCRIMINATION
No person shall, on grounds of race, color, religion, national origin, sex, age, or handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination in, any program or activity of this Council.
ARTICLE XIII – CONFLICT OF INTEREST
Membership on the Board shall not provide financial or other personal gain to members. In the consideration of any matter, the outcome of which may result in personal gain for a member, that member shall declare the existence of a conflict of interest, refrain from any discussion or action that may influence the outcome of the matter, and abstain from voting on the matter. The Council shall maintain a Conflict of Interest Policy to document the related details and procedures in accordance with governmental and financial regulations.
ARTICLE XIV – MISCELLANEOUS
Section 14.1 – Pronouns. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person(s) or matter(s) referred to may require.
Section 14.2 – Effective Date. These Bylaws shall be effective upon adoption by affirmative vote of a majority of the Directors present at a meeting at which approval of such action is considered.