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AMMENDED
CODE OF REGULATIONS OF
POLISH AMERICAN CLUB |
ARTICLE
I
MEMBERS
Section 1.01. Membership. Membership in the Corporation shall be
divided into two classes of individuals. The first class, known as the Adult class,
shall consist of individuals who have attained the age of at least
18 years.
Members in the Adult class shall have voting rights, may be elected
to the Board of Trustees, and may be elected as Officers of the Corporation.
The second class, known as the Junior class, shall consist
of individuals who have not yet attained the age of 18 years. Members
in the Junior class shall not have any voting rights, shall not be
elected to the Board of Trustees, and shall not be elected as Officers
of the Corporation. No Member may hold more than one membership in
the Corporation. Membership in the Corporation is not transferable.
Section 1.02. Special Membership. The Board of Trustees may establish
from time to time special categories of membership and may provide
for the rights and privileges thereof.
Section 1.03. Membership Book. The Corporation shall keep a membership
book list in printed or electronic format containing
the name and address of each Member, and the date of admission to
membership.
Section 1.04. Membership Fees. Each Member of the Corporation shall
pay an annual membership fee of $10 $15. However, a
whole family residing at the same address may pay an alternative
annual family
membership
fee of $15 $25. Annual fees for Seniors (retirees
or over 60 years of age) are $10 for Individual membership
and $15 for Senior Family membership. Annual
membership fees must be paid on or before the first day of
January of each year, or at the time of admission. The Board of Trustees
may change the annual membership fees once a year, but not by more
than fifty percent (50%) of the existing fees.
Section 1.05. Application for Membership. Application for membership
shall be in writing and in such form as the Board of Trustees shall
prescribe. Membership in the Corporation shall become effective upon
approval of the membership application by
the Board or by an Officer designated by the Board to perform such
duty, and by the receipt of payment of the appropriate membership
fee.
Section 1.06. Termination of Membership. Membership in the Corporation
shall terminate upon written resignation, failure to pay annual dues
within ninety (90) days of the date set for such payment, or by the
affirmative vote of not less than a majority of the Board of Trustees
then in office for willful violation of law, the Articles, these
Regulations or other good cause. Notwithstanding the foregoing, no
Member of the
Corporation shall have his or her membership terminated by the Board
of Trustees until and unless such Member has been given written notice
by personal delivery or by registered mail, not
less than fourteen (14) days prior to the date affixed for the meeting
of the Board of Trustees at which a vote on the termination of membership
shall be taken, informing the Member of (1) the rounds for termination
of membership, (2) the right to appear, in person or by a designated
representative, at such meeting to present the Member's position,
(3) the right to submit a written statement of the Member's position,
and (4) the time
and place of the meeting at which the Board of Trustees will vote
on the proposed termination. |
ARTICLE II
MEETINGS OF MEMBERS
Section 2.01. Annual and Special Meetings.
A. An annual meeting of the Members shall be held at such place (within
or without the State of Ohio), date and time as may be fixed by the
Board of Trustees or by the President as authorized by the Board.
B. Special meetings of the Members may be called by the President,
or by any three (3) Trustees, or by the affirmative action of at
least ten percent (10%) of the Members,
by making a written request to the Secretary for the calling of a
special meeting at least five (5) business days prior to the
minimum notice period (as provided in Section 2.02) for the meeting
to be called.
Section 2.02. Notice the place, date and time of each the case of
special meetings the of Meetinqs. Written notice of meeting of the
Members, and in
purpose or purposes for which the meeting is called, shall be given
not more than sixty (60) days nor less than ten (10) days before
the date of such meeting
to each Member. Notice of any meeting shall be considered given if
mailed or otherwise sent or delivered to a Member at his or
her address specified in the records of the Corporation. The giving
of notice shall be deemed to be waived by any Member who shall attend
and participate in such meeting, other than to
protest the lack of proper notice at or prior to such meeting, and
may be waived in writing by any Member either before, at or after
such meeting.
Section 2.03. Action Without Meetinq. Any action which might be taken
at any meeting of the Members may be taken without such meeting by
a writing or writings signed by not less than a majority of the voting
Members. The writing or writings evidencing such action taken without
a meeting shall be filed
with the Secretary of the Corporation for insertion in the permanent
records of the Corporation relating to meetings of the Members.
Section 2.04. Quorum and Voting.
A. Except as otherwise provided in these Regulations, the presence
of at least ten (10) voting Members shall constitute a quorum for
the transaction of business at any meeting of the Members.
B. Except as otherwise provided in these Regulations, each Adult
Member shall have one vote, and the vote of a majority of the voting
Members present at a meeting at which a quorum is present shall constitute
the action of the Members.
Section 2.05. Order of Business. The order of business at any meeting
of the Members shall be determined by the President of the Corporation,
or by such other Officer as the President directs.
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ARTICLE III
TRUSTEES
Section 3.01. Power and Authority of Trustees. Except as otherwise
provided by law, the Articles of Incorporation of
the Corporation or these Regulations, all of the authority of the
Corporation shall be exercised by the Board of Trustees. The Trustees
serving hereunder shall have the power, authority and responsibilities
provided for under the Ohio Nonprofit
Corporation Law. (cite appropriate ORC or OAC or remove
sentence, be specific which law are we refering to).
Section 3.02. Election of Voting Trustees. The voting members of
the Board of Trustees shall be elected. The election of Trustees
shall be conducted at the annual meeting of the
Members by a majority vote of the voting Members.
Section 3.03. Voting Power and Privileges. Each Trustee described
in Section 3.02 shall have the same voting power and privileges.
All references in this Code of Regulations to the Board of Trustees,
Trustees or members of the Board of Trustees shall mean
only the
Trustees described in Section 3.02.
Section 3.04. Provisions Relating to Trustees.
A. Number and Oualification. The Board of Trustees shall be comprised
of no less than five (5) Trustees. Each Trustee must be an Adult
Member of the Corporation. A Trustee cannot also serve as an Officer
of
the Corporation.
B. Term. The Trustees shall serve for terms of two (2) years each.
Trustees may be reelected, but no Trustee shall serve for more than
three (3) consecutive terms. At the end of
each term a vacancy will be created until a successor is duly elected
and qualified.
C. Resignation and Removal. Any Trustee by notice in writing to the
Board of Trustees may resign at any time. Any Trustee may be removed
from office, with or without cause, by a majority vote of the voting
Members. Any Trustee which is no longer a Member of the Corporation
shall be removed automatically from the Board of Trustees.
D. Vacancies. In the event of a Trustee vacancy the remaining Trustees
may, at their option and consistent with the number limitations contained
in Section 3.04(A), fill the vacancy
for the remainder of the unexpired term by a majority vote of the
remaining Trustees.
Section 3.05. Quorum and Votinq.
A. Except as otherwise provided in these Regulations, a majority
of Trustees shall constitute a quorum for the transaction of business
at any meeting of the Trustees.
B. Except as otherwise provided in these Regulations, each Trustee
then in office shall have one vote, and the vote of a majority of
the Trustees present at a meeting at which a quorum
is present shall constitute the action of the Board of Trustees.
Section 3.06. Meetings of Trustees.
A. Meetings of the Trustees, including the annual meeting, shall,
except as otherwise provided herein, be at a place (within or without
the State of Ohio), date and time as may be fixed by the Board of
Trustees or by the President as authorized by the Board. Trustees
may participate at such meetings through any communications equipment
if all persons participating can hear each other.
B. Special meetings of the Board of Trustees may be called by the
President, or by two Trustees who deliver a written request to the
Secretary for the calling of a meeting at least five (5) business
days prior to the minimum notice period (as provided in Section 3.07)
for the meeting to be called.
Section 3.07. Notice of Meetinss of Board of Trustees. Notice of
the place, date and time of each meeting of Trustees shall be given
to each Trustee not more than sixty (60) days nor less than four
(4)days before the date of such meeting. Any notice referred to in
this Section
shall be published in the newsletter of the Corporation, or may be
given by any other reasonable means. Notice of any meeting shall
be considered given if mailed or otherwise sent or delivered to a
Trustee at
his or her address specified in the records of the Corporation. The
giving of notice shall be deemed to be waived by any Trustee who
shall attend and participate in such meeting, other than to protest
the lack of proper notice at or prior to such meeting,
and may be waived in writing by any Trustee either before, at or
after such meeting.
Section 3.08. Action Without Meetinq. Any action which might be taken
at any meeting of the Board of Trustees may be taken without such
meeting by a writing or writings signed by all of the members of
the Board. The writing or writings
evidencing such action taken without a meeting shall be filed with
the Secretary of the Corporation for insertion in the permanent records
of the Corporation relating to meetings of the Board of Trustees.
Section 3.09. Honorarv, etc. Trustees. The Board of Trustees may
establish such additional class or classes of persons entitled to
attend meetings of the Board of Trustees or
other activities of the Corporation as determined by the Board of
Trustees. The Board of Trustees shall provide for the selection and
privileges thereof, provided that such persons, whether or
not called trustees, shall not be entitled to vote, shall
not be counted for quorum purposes or for purposes of determining
the
number of trustees and the failure of such persons to receive notice
of a meeting of the Board of Trustees shall not affect the validity
of a meeting. |
ARTICLE IV
COMMITTEES
Section 4.01. Committees. The Board of Trustees may from time to
time create committees of the Board consisting of
not less than three (3) Trustees and appoint the members thereof.
The Board may also appoint advisory committees consisting of Trustees
and/or Members of the Corporation provided that at least one Trustee
shall be a member of each such Committee. The Board
of Trustees may prescribe or limit the powers and duties of any such
committee.
Section 4.02. Committee Limitations.
A. Each such committee shall serve at the pleasure of the Board of
Trustees, shall act only in the intervals between meetings of the
Board of Trustees or in making reports to the
Board of Trustees and shall be subject to the control and direction
of the Board of Trustees. Except as otherwise provided by law, the
Articles of Incorporation or these Regulations, each such committee
may act by a majority of the whole number of its members.
B. No committee shall have the authority to:
(1) approve any action for which the approval of the Board of Trustees
or the Members of the Corporation is required by the Ohio Nonprofit
Corporation Law;
(2) establish committees of the Board Trustees or appoint members
thereof. |
ARTICLE
V
OFFICERS
Section 5.01. Qualification. Any Adult Member of the Corporation
may serve as an Officer of the Corporation-An
Officer cannot also serve as a Trustee of the CorporationSection
5.02. Election. The Officers of the
Corporation shall consist of a President, a Vice President, a Secretary
and a Treasurer, and such other Officers as the
Members shall from time to time designate. Election of Officers shall
take place at the annual meeting of the Members or, if
action is not then taken or if there is a vacancy, at any regular
or special meeting of the Members for which notice is given as provided
in Section 2.02.
Section 5.03. Term of Office. All Officers shall be elected for terms
of one (1) year each. Officers may be reelected, but no Officer shall
serve for more than three (3) consecutive terms.
Section 5.04. Resiqnation and Removal. Any Officer by notice in writing
to the Board of Trustees may resign at any
time. Any Officer may be removed from office, with or without reasonable cause,
by the affirmative vote of a majority of the voting
Members. Any Officer which is no longer a Member of the Corporation
shall be removed automatically from office.
Section 5.05. Vacancies. The Members may elect any Adult Member to
fill any vacancy among the Officers for the remainder of the unexpired
term. However, any vacancy with
respect to the office of President shall be filled for the unexpired
term by the then existing Vice President.
Section 5.06. President. The President shall preside at all meetings
of the Members. The President shall, subject to
the direction of the Members, have general supervision, direction
and control of the business and Officers of the Corporation. The
President shall be an ex officio member of all standing committees.
The President shall have the general powers and duties usually vested
in the Chief Executive Officer of a
nonprofit corporation under the laws of Ohio and shall have such
other powers and duties as may be prescribed by the Members or these
Regulations. In the case of a vacancy in the office of President,
the Vice President shall succeed to such office for
the unexpired term.
Section 5.07. Vice President. The Vice President shall, in the absence
or disability of the President, perform all
duties of the President and when so acting shall have such other
powers and shall perform such other duties as from time to time
may be prescribed by the President or the Members.
Section 5.08. Secretary. The Secretary shall keep the minutes of
all the proceedings of the Board of Trustees and the
Members, shall be the custodian of all books, records, papers and
property of the Corporation and shall perform such other administrative
duties as shall be necessary or desirable to carry out the purposes
of the Corporation. He or she shall have such
other duties as may be established by the President with the consent
of the Members.
Section 5.09. Treasurer. The Treasurer shall be thechief financial
officer of the Corporation and shall perform such other administrative
duties as shall be necessary or desirable to carry out the purposes
of the Corporation. He or she shall have
such other duties as may be established by the President with the
consent of the Members. |
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 6.01. Mandatory Indemnification. The Corporation shall
indemnify any Officer or Trustee of the Corporation 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 (including, without limitation, any action threatened
or instituted by or in the right of the Corporation),
by reason of the fact that he is or was a Trustee, Officer, employee,
agent or volunteer of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee,
officer, employee, agent or volunteer of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, against expenses (including, without
limitation, attorneys'fees, filing fees,
court reporters'fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 had no reasonable
cause to believe his conduct was unlawful. A person
claiming indemnification under this Section 6.01 shall be presumed,
in respect of any act or omission giving rise to such claim for
indemnification,
to have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal
matter, to have had no reasonable cause to believe his conduct
was unlawful, and the termination of any action, suit or proceeding
by
judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.
Section 6.02. Court-Approved Indemnification.
Anything contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the Corporation shall not indemnify any Officer or Trustee
of the Corporation who was a party to any completed action or suit
instituted
by or in the right of the Corporation
to Procure a judgment in its favor by reason of the fact that heis
or was a Trustee, Officer, employee, agent or volunteer of the
Corporation, or iS or was serving at the request of the Corporation
as a director,
trustee, officer, employee, agent or
volunteer of another corporation (domestic or foreign, nonprofit
or for profit), partnership, joint venture, trust or other enterprise,
in respect of any claim, issue or matter asserted in such action
or suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the Corporation
or misconduct (other than negligence) in the performance of his
duty to the Corporation unless and only to the extent that the
Court of
Common Pleas of Franklin County, Ohio or the court in which such
action or suit was brought shall
determine upon application that, despite such adjudication of liability,
and in view of all the circumstances of the case, he
is fairly and reasonably entitled to such indemnity as such Court
of Common Pleas or such other court shall deem proper: and
(B)the Corporation shall promptly make any such unpaid indemnification
as is determined by a court to be proper
as contemplated by this Section 6.02.
Section 6.03. Indemnification for Expenses. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to
the extent that an Officer or Trustee of the
Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 6.01, or
in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the Corporation against expenses (including, without
limitation, attorneys'fees, filing fees,
Court reporters'fees and transcript costs)actually and reasonably
incurred by him in connection therewith.
Section 6.04. Determination Required. AW indemnification required
under Section 6.01 and not precluded under Section 6.02 shall be
made by the corporation only upon a determination that such indemnification
of the Officer or Trustee is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section
6.01. Such determination may be made only (A) by a majority vote
of a quorum consisting of Trustees of the Corporation who were
not and
are
not parties to, or threatened with, any such action, suit or proceeding,
or (B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested Trustees so directs, in a written opinion
by independent
legal counsel other than an attorney, or a firm having associated
with it an attorney, who
has been retained by or who has performed services for the Corporation,
or any person to be indemnified, within the past five (5) years,
or (C) by the Members, or (D) by the Court of Common Pleas of Franklin
County, Ohio or (if the Corporation is a
party thereto)the court in which such action, suit or proceeding
was brought, if any: any such determination may be made by a
court under division (D) of this Section 6.04 at any time [including,
without limitation, any time before, during or after the time when
any such determination may be requested of, be
under consideration by or have been denied or disregarded by the
disinterested Trustees under division (A) or by independent legal
counsel under division (B)or by the Members under division (C)
of this Section 6.041; and no decision for any reason to make any
such determination, and no decision for any reason to deny any
such
determination, by the disinterested Trustees under division (A)
or by independent legal counsel under division (B) or by the Members
under division (C) of this Section 6.04 shall be
evidenced in rebuttal of the presumption recited in Section 6.01.
Any determination made by the disinterested Trustees under
division (A) or by independent legal counsel under division (B)
or by the Members under division (C) of this Section 6.04 to make
indemnification
in respect of any claim, issue or matter asserted in an action
or suit threatened or brought by or in the right of the Corporation
shall be promptly communicated to the person who
threatened or brought such action or suit, and within ten (10)
days
after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Franklin County, Ohio
or the court in which such action or suit was brought, if any,
to review
the reasonableness of such
determination.
Section 6.05. Advances for Expenses. Expenses (including, without
limitation, attorneys'fees, filing fees, court reporters'fees and
transcript costs)incurred in defending
any action, suit or proceeding referred to in Section 6.01 shall
be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding to or on behalf of the Officer or
Trustee promptly as such expenses are incurred by him, but only
if such Officer or Trustee shall first agree, in writing, to repay
all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section
6.04 that he is not entitled to be indemnified by the Corporation
as provided
under Section 6.01; or
(B)
if, in respect of any claim, issue or other matter asserted by
or in the right of the Corporation in such action or suit, he
shall have been adjudged to be liable for acting with reckless
disregard
for the best interests of the Corporation or misconduct (other
than negligence)in the performance of his duty to the Corporation,
unless
and only to the extent that the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication
of liability, and in view of all
the circumstances, he is fairly and reasonably entitled to all
or part of such indemnification.
Section 6.06. Article Six Not Exclusive. The indemnification
provided by this Article Six shall not be
exclusive of, and shall be in addition to, any other rights to
which any person seeking indemnification may be entitled under
the Articles or the Regulations or any agreement, vote of Members
or disinterested Trustees, or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding
such office, and shall continue as to a person who has
ceased to be an Officer or Trustee of the Corporation and shallinure
to the benefit of the heirs, executors, and administrators
of such person.
Section 6.07. Insurance. The Corporation may purchase and maintain
insurance or furnish similar protection, including but not limited
to trust funds, letters of credit, or selfinsurance, on behalf
of any person who is or was a Trustee, Officer, employee, agent
or volunteer
of the Corporation, or is
or was serving at the request of the Corporation as a director,
trustee, officer, employee, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the
Corporation would have the obligation or the power to indemnify
him against such liability under the provisions of this Article
Six.
Insurance may be purchased from or maintained with
a person in which the Corporation has a financial interest.
Section 6.08. Certain Definitions. For purposes of this Article
Six, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Six
shall be deemed to have been successful on the merits or otherwise
in defense of any action, suit or proceeding
referred to in Section 6.01, or in defense of any claim, issue
or other matter therein, if such action, suit or proceeding shall
be
terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a conviction
of him, without the imposition of a fine upon him and without
his payment or agreement to pay any amount in settlement thereof
(whether
or not any such termination is based upon a judicial or other
determination of the lack of merit of the
claims made against him or otherwise results in a vindication
of him):
(B) References to an other enterprise shall include employee
benefit plans; references to a fine shall include any
excise taxes assessed on a person with respect to an employee
benefit plan; and references to serving at the request of the
Corporation shall
include any service as a Trustee, Officer,
employee, agent or volunteer of the Corporation which imposes
duties on, or involves services by, such Trustee, Officer, employee,
agent
or volunteer with respect to an employee benefit
plan, its participants or beneficiaries: and a person who acted
in good faith and in a manner he reasonably believed to be in
the best
interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
not opposed to the best interests of the Corporation within
the meaning of that term as used in this Article Six;
(C) The term volunteer shall mean a Trustee, Officer
or agent of the Corporation, or another person associated with
the Corporation, who (i) performs services for or on behalf of,
and under the authority or auspices of, the Corporation, and
(ii) does not receive compensation, either directly or indirectly,
for performing those services. Compensation does not
include (i) actual and necessary expenses that are incurred by
the volunteer in connection with the services performed for the
Corporation
and that are reimbursed to the volunteer or otherwise paid; (ii)
insurance premiums paid on behalf of the volunteer and amounts
paid, advanced
or reimbursed pursuant to this Article
Six, Section 1702.12(E) of the Ohio Revised Code or any indemnification
agreement, resolution or similar arrangement; or
(iii) modest perquisites.
Section 6.09. Venue. Any action, suit or proceeding to determine
a claim for indemnification under this Article Six may be maintained
by the person claiming such indemnification, or by the Corporation,
in the Court of Common Pleas of Franklin County, Ohio. The Corporation
and (by claiming such indemnification) each such person consent
to the exercise of jurisdiction over its or his person by the
Court
of Common Pleas of Franklin County, Ohio in any such action,
suit or proceeding. |
ARTICLE
VII
MISCELLANEOUS
Section 7.01. Amendments. The Articles of Incorporation and this
Code of Regulations may be amended, or new Articles and/or Regulations
may be adopted, by a majority vote of the voting Members.
Section 7.02. Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December, or on such other date as may be
fixed from time to time by the Board of Trustees.
Section 7.03. Amendment and Restatement. This Amended and Restated
Code of Regulations takes the place of and supersedes the existing
Code of Regulations of the Corporation.
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