Company, Purposes, Definitions and Usage
Section 1. 1 Corporate Name.
The name of the corporation is Women Walking West, Inc. (the “Company”). The Company was organized as an Ohio nonprofit corporation by the filing of Articles of Incorporation with the Secretary of State of Ohio on February 26, 2015.
Section 1.2 Corporate Offices.
The principal office of the Company shall be located in the County of Warren, State of Ohio. The Company may have other offices within or without the State of Ohio as the Board of Directors may from time to time determine.
Section 1.3 Corporate Purposes.
The purposes for which the corporation is formed are the same as those contained in the Company’s Articles of Incorporation and to engage in any other lawful act or activity for which nonprofit corporations may be formed under Sections 1702.01 to 1702.99 of the Ohio Revised Code.
Section 1.4 Not-For-Profit Organization.
All of the assets and earnings of the Company shall be used exclusively for purposes within the meaning of Section 501(c)(3) of the Code or any subsequent law of the United States of America. In the course of the operation of the Company:
(a) No part of the net earnings of the Company shall inure to the benefit of, or be distributable to, its Directors, officers, or other private persons, except that the Company shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
(b) No part of the activities of the corporation shall consist of providing commercial type insurance.
(c) Notwithstanding any other provisions contained herein, the Company shall not carry on any other activities not permitted to be carried on by a corporation exempt from tax under Section 501(c)(3) of the Code.
Section 1.5 Dissolution.
The Company may be dissolved at any time in accordance with the applicable provisions of the Ohio Nonprofit Company Law, the Articles of Incorporation and these Regulations. Upon the dissolution or liquidation of the Company, and after payment of just debts and liabilities, and subject to any donor restrictions, the Company shall transfer all of the property and assets, of any nature, in accordance with the provisions of the Articles of Incorporation.
Section 1.6 Definitions.
As used in these Regulations, capitalized terms and phrases shall have the meanings assigned to them as follows:
(a) “Articles of Incorporation” means the Articles of Incorporation of the Company as filed with the Secretary of State in the State of Ohio, as the same may be amended from time to time.
(b) “Board of Directors” or “Board” means the Board of Directors of the Company, consisting of all the Directors.
(c) “Code” means the Internal Revenue Code of 1986, as amended and any successor Internal Revenue laws
(d) “Company” means Women Walking West, Inc., an Ohio not-for-profit corporation.
(e) “Company Facilities” means the facilities of the Company that may exist from time to time.
(f) “Major Debt” means long term debt or current debt in excess of an amount determined from time to time by a resolution of the Directors.
(g) “Member” or “Members” shall have the meaning set forth in Chapter 1702 of the Ohio Revised Code. The Director(s) shall be the Members of this Company.
(h) “Ohio Nonprofit Company Law” means Chapter 1702 of the Ohio Revised Code, as same may be amended from time to time, or any successor statute or statutes governing Ohio nonprofit corporations.
(i) “Regulations” means these Code of Regulations as the same may from time to time be amended in the manner herein prescribed.
(j) “Tax Exempt Organization” means any organization which is recognized by the Internal Revenue Service as exempt from federal income tax under Section 501(a) of the Code by virtue of being organized and operated as described in Section 501(c)(3) of the Code.
(k) “Directors” means collectively all Directors of the Company. “Director” in the singular shall mean any one member of the Board of Directors elected by the Members pursuant to Section 3.3.
Section 1.7 Word Usage.
Where any defined term set forth in Section 1.6 of these Regulations is used, defined terms used in the masculine shall include the feminine and gender neutral, and words used in the singular shall include the plural, and vice versa.
Section 2.1 Members.
The Members of the Company shall consist of its Directors.
Section 2.2 Meetings.
(a) Annual Meeting. The Members shall hold an annual meeting and at such annual meeting shall elect the Board of Directors, consider reports and conduct such other business as may be brought before the meeting. The annual meeting shall be held at such time and place as designated by the Members.
(b) Special Meetings. Special meetings of the Members may be held at any time upon a request for such meeting made by the Chair of the Board of Directors or a majority of the Members. The business to be transacted at any special meeting shall be limited to that set forth in the notice of such meeting unless all members are present at such meeting and waive such notice requirement.
(c) Location of Meetings. Meetings of the Members may be held at any place within or outside the State of Ohio as may be designated by the Members. If no designation is made, the place of any meeting of the Members shall be the principal office of the Company in the State of Ohio.
Section 2.3 Notice of Meetings.
(a) Time and Manner of Notice. Written notice of the time and place of each meeting of the Members shall be given to the Members by means of written notice, whether by mail, telegram or facsimile, at least ten (10) but not more than sixty (60) days before each annual meeting and at least three (3) but not more than twenty-one (21) days before each special meeting. In the case of notice of a special meeting, the notice shall also set forth the purpose or purposes for which such meeting is called.
(b) Waiver of Notice. Notice of the time, place and purposes of any meeting of the Members may be waived by any Member by means of a writing filed with or entered upon the records of the meeting. The attendance of any Member at any meeting of the Members, without protesting prior to the commencement of the meeting any lack of prior notice, shall be deemed to be a waiver by such Member of notice of such meeting.
Section 2.4 Voting Rights, Quorum and Approval of Actions.
(a) Voting Rights. A Member shall be entitled to one (1) vote on each matter properly submitted to the Members for their vote, consent, waiver, release or other action.
(b) Quorum. The Members may take action at any meeting only when a quorum is present at such meeting. A quorum shall be present when there are a majority of Members present at or participating in such meeting.
(c) Approval of Actions. Members shall take action by the affirmative vote of a majority of the Members present at a meeting at which a quorum is present.
Section 2.5 Action by Written Consent.
To the extent permitted by law, any lawful action of the Members may be taken without a meeting if written consent to such action is signed by all of the Members and filed with the records of the Company.
Section 2.6 Telephonic Meetings.
Meetings of the Members may be held through any communications equipment if all persons participating can hear and communicate with each other. Participation in a meeting pursuant to this Section 2.6 shall constitute presence at such meeting.
Board of Directors
Section 3.1 General Powers and Duties.
Except as otherwise provided for in these Regulations, the property, business and affairs of the Company shall be managed by its Board of Directors. The Board may exercise all such powers of the Company as are authorized by law, by the Articles of Incorporation or by these Regulations as may be amended from time to time, subject to such limitations as contained in the Ohio Nonprofit Company Law. The Board of Directors may adopt by-laws or regulations for its own governance and for that of any committee not inconsistent with these Regulations.
Section 3.2 Power to Appoint Auditors.
The Board of Directors shall have the power to select certified public accountants for the Company which certified public accountants shall be the firm which audits the books and records of the Company and Affiliated Entities.
Section 3.3 Number, Election and Term of Office.
The number of Directors shall be no less than three (3), and not more than fifteen (15). The Members, at each annual meeting shall elect or re-elect such Directors as it determines necessary. The term of office of a Director shall begin upon election and continue until a successor is nominated and elected or until death, resignation, removal or expiration of the term. The length of a term is three (3) consecutive years. Except for the Chair of the Board, no Director shall serve more than three full consecutive terms as a Director. Fulfilling an incomplete term is not considered part of the term limit. Directors shall endeavor to serve staggered terms to balance continuity with new perspective. A term limited Director may not serve on the Board of Directors again until after the passage of at least one (1) annual meeting from the end of such term limited Director’s final term in office. Term limited Directors may continue to serve on committees and otherwise continue to participate in all activities of the Company that do not require Board membership. The Chair of the Board shall not be bound by any term limits set forth herein, but may be removed from the Board by an affirmative vote sixty-six percent (66%) of the entire Board.
Section 3.4 Meetings.
(a) Time and Place. The Board of Directors shall fix a time and place for its meetings.
(b) Annual Meeting. The annual meeting of the Directors for the election of officers and the transaction of other business shall be held to coincide with the meeting of the Members.
(c) Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time, by a majority of the Directors, but at least two such meetings, including the annual meeting, shall be held during each fiscal year. Unless otherwise designated by the Board, the Board of Directors shall endeavor to meet at least monthly on the first Tuesday of each month.
(d) Special Meetings. Special meetings of the Board of Directors may be called by the majority of the Directors or the Chair.
(e) Telephone Conference Call Meetings. Directors may participate in a meeting of the Board through the use of a conference telephone or other communications equivalents by means of which all persons participating in the meeting can communicate with all other Directors.
Section 3.5 Quorum and Manner of Acting.
(a) Except as provided herein, a majority of the Directors shall constitute a quorum for any meeting of the Board. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless the act of a greater number is required by the Articles of Incorporation, the Ohio Nonprofit Company Law, or these Regulations as may be amended from time to time.
(b) Each Director shall be entitled to one (1) vote on each matter properly brought before the Board of Directors for vote, consent, waiver, release or other action by the Board of Directors.
Section 3.6 Resignations.
Any Director may resign at any time by giving notice to the Chair, Vice Chair or Secretary of the Company. Such resignation shall take effect at the time specified therein, or if no time is so specified immediately upon receipt by the Company.
Section 3.7 Vacancies.
Vacancies on the Board of Directors caused by any reason, whether by removal of a Director by a vote of the Directors or otherwise, shall be filled by a vote of a majority of the remaining Directors; and each person so elected shall be a Director until a successor is elected at the next annual meeting.
Section 3. 8 Removal.
A Director may be removed as a Director by the unanimous vote of the remaining Directors with or without cause. Removal will occur automatically upon the date of the action of the Board of Directors. The Directors may appoint a successor Director to fill any vacancy created under this Section 3.8.
Section 3.9 Compensation.
No Director shall receive compensation for services as a Director, but a Director shall be entitled to reimbursement of expenses incurred as a direct result of carrying out any responsibility as a Director.
Section 3.10 Notice.
(a) Notice stating the date, time and place of the meeting shall be given in writing by personal delivery, mail, facsimile or email to each Director not less than three (3) days before the date on which the meeting is to be held.
(b) Notice of the date, time, place and purposes of any meeting of Directors may be waived in writing, either before or after the holding of such meeting by any Director which 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 or her of notice of such meeting.
Section 3.11 Action by Written Consent.
Any action required to be taken at a meeting of the Board may be taken without a meeting by unanimous written consent setting forth the action so taken which shall be signed by all the Directors. Such consent must then be delivered to the Company for inclusion in the minutes or filing with the corporate records.
Section 3.12 Procedure.
Procedures and protocols (including Parliamentary Procedures if desired) may be developed and adopted by the Directors to govern the proceedings at all meetings of the Board of Directors to the extent that such procedures and protocols do not conflict with applicable law, the Articles of Incorporation or these Regulations.
Section 3.13 Receipt of Property.
The Directors may receive and accept property by way of fundraising activities, gift, grant, bequest or devise, from any person, foundation, corporation, either public or private, governmental instrumentality, or otherwise, but no gift, grant, bequest or devise of any such property shall be received and accepted if it shall, in the opinion of the Directors, jeopardize the Company’s federal income tax exemption pursuant to Section 501(a) and 501(c)(4) of the Code.
Section 3.14 General.
The Directors of the Company shall not be held liable or responsible for contracts, debts or defaults of the Company in any sum whatsoever, nor shall any mere informality in the organization have the effect of rendering these Regulations null or void or of exposing the Directors to any liability.
Section 4.1 Officers.
The Board shall elect a Chair, Vice Chair, Secretary, and Treasurer and such other officers as the Board of Directors in its discretion may elect from time to time. The term of office for the Chair, Vice Chair, Secretary, and Treasurer and such other officers as approved, shall be for one (1) year. The duties of officers shall be those generally performed by such officers.
Section 4.2 Chair.
The Chair shall be selected from among the members of the Board of Directors and shall preside at meetings of the Board. The Chair shall recommend to the Board for its approval members for each committee. The Chair shall appoint the Chair of each committee. The Chair shall be elected or reelected annually.
The Chair shall be the Chief Executive Officer (CEO) of the Company and shall be responsible for the management of the day to day affairs of the Company and shall present an annual written report of the activities of the Company at the annual meeting. The Chair shall have such powers and perform such duties as may from time to time be conferred upon the Chair or prescribed by the Board or these Regulations and shall have the authority to sign all documents on behalf of the Company authorized by the Board.
Section 4.3 Vice Chair.
In the absence or disability of the Chair, the Vice Chair shall perform the duties of the Chair and shall preside at all Board meetings until such time as the Chair shall return or the Board shall elect a new Chair. The Vice Chair shall also have such other powers and duties as designated by the Board from time to time.
Section 4.4 Secretary.
The Secretary of the Company shall be appointed by the Board but need not be a Director. The Secretary shall keep the minutes of the meetings of the Board and insure that notice of all meetings is duly given in accordance with these Regulations. The Secretary shall have the authority to sign all documents authorized by the Board and to certify these Regulations and resolutions of the Board and committees thereof and other documents of the Company as true and correct copies thereof. The Secretary shall be elected or reelected annually.
Section 4.5 Treasurer.
The Treasurer of the Company shall be appointed by the Board but need not be a Director. The Treasurer shall be responsible for the safekeeping of all funds and securities of the Company, shall keep a full and accurate account of receipts and expenditures and shall make disbursements in accordance with the approved budget as authorized by the Board. The Treasurer shall present financial reports to the Board when requested and shall make a full report at the annual meeting. The Treasurer shall be the Chair of the Finance Committee of the Board. The Treasurer shall be elected or reelected annually.
Section 4.6 Execution of Company Documents.
All notes and contracts shall be executed on behalf of the Company by the Chair/CEO or such other officer or agent as may be so authorized by the Board of Directors. All checks shall be executed on behalf of the Company by the Chair, the Treasurer, any person duly authorized by the Board.
Section 4.7 Resignation and Removal.
Any officer may resign at any time by giving written notice to the Chair of the Board or Secretary of the Company and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed by the Board of the Directors without cause whenever in its sole judgment the best interests of the Company are served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not in and of itself create any contract rights.
Section 4.8 Vacancies.
A vacancy in any office may be filled for the unexpired portion of the term in the same manner as provided for the original election.
Section 4.9 Other Officers.
The Board of Directors may, from time to time, designate other officers of the Company with such duties and responsibilities as the Board of Directors may prescribe from time to time.
Section 5.1 _ Designation.
The Directors may designate and create one or more committees. Committees of the Company shall be standing or special. Each committee shall have the authority to recommend any action to the Board but shall not have or exercise the authority of the Board in the management of the Company unless so approved by a written resolution of the Board. The designation and creation of any such committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed by law.
Section 5.2 Quorum and Manner of Acting.
A majority of the committee members shall constitute a quorum for the transaction of business at any meeting of the committee, except as otherwise required by law, or the Articles of Incorporation or these Regulations. The act of a majority of the committee members present and in person at a meeting at which a quorum of the committee is present shall be the act of the committee. Committee members may not vote by proxy. A committee may act by unanimous written consent without a meeting.
Section 5.3 Committee Procedures.
(a) Each committee Chair shall be a member of the Board. Each committee shall record minutes of its deliberations, recommendations and conclusions and shall promptly delivery a copy of such minutes to the Secretary of the Company. Each committee shall report to the Board of Directors concerning all matters upon which it has acted. Each committee shall meet as needed but not less than annually. Reasonable notice of any committee meeting shall be given to the members thereof. The committee Chair shall adopt rules, policies and procedures for its operations which are not inconsistent with the Ohio Nonprofit Company Law, the Articles of Incorporation, or these Regulations or the policies of the Company or the Board of Directors.
(b) Appointment of Chair and Members of Committees. Chairs and members of all standing and special committees shall be appointed by the Chair of the Board. The term of the appointment will be one (1) year unless otherwise stated at the time of the appointment. The Chair will assign staff personnel as advisory members for all committees.
Section 6.1 Fiscal Year.
The fiscal year of the Company shall be the calendar year unless the Board of Directors shall determine otherwise.
Section 6.2 Contracts.
The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, as limited by these Regulations.
Section 6.3 Loans.
All loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and as limited by these Regulations. No lien shall be granted to any officer or Director of the Company.
Section 6.4 Checks and Drafts.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company or to the Company shall be signed or endorsed by any officer or other person as an agent of the Company and in such manner shall from time to time be determined by resolution of the Board.
Section 6.5 Deposits.
All funds of the Company, not otherwise employed, shall be promptly deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board may select.
Books and Records
The Company shall keep correct and complete books and records of account and minutes of the proceedings of its Board of Directors. All books and records of the Company may be inspected by any Director for any proper purpose at any reasonable time. All books and records shall be kept at the Company’s principal office.
Section 8.1 Matters for Which Persons Shall Be Indemnified.
(a) The Company 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 other than an action by or in the right of the Company, by reason of the fact that the person is, or was, a Director, officer, employee or agent of the Company, against expenses (including attorneys’ 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 the person reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, in itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the conduct was unlawful.
(b) The Company 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 or suit by or in the right of the Company to procure the judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Company, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suits if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, provided that no indemnification shall be made in respect of:
(1) any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the Company, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper, or
(2) any action or suit in which liability is asserted against a Director and that liability is asserted only pursuant to Section 1702.55 of the Ohio Nonprofit Company Law.
Section 8.2 Expenses Indemnified.
To the extent that a Director, officer, employee or agent of the Company has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 8.1, subsections (a) or (b), or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 8.3 Standard Conduct Determination.
Any indemnification under Section 8.1, subsections (a) and (b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 8.1, subsection (a) or (b). Such determination shall be made by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; whether or not such a quorum is obtainable, if a majority of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion to the members of the Board; or by the court of common pleas or the court in which the action, suit or proceeding described in Section 8.1 (a) or (b) above was brought.
If indemnification is sought for an action or suit under Section 8.1(b) any determination under Section 8.3(1) or (2) shall be communicated promptly to the person who threatened or brought the action or suit, and, within ten (10) days after receipt of such notification, such person shall have the right to petition the court to review the reasonableness of such determination.
Section 8.4 Other Conditions, Definitions and Requirements.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred, in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, if it ultimately is determined that the Person is not entitled to be indemnified by the Company as authorized in this Section.
The indemnification provided by Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in the person’s 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 a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
The Company may purchase and maintain insurance on behalf of any person who is, or was, a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article VIII.
For purposes of this Article VIII, references to “the Company” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, officers, employees or agents, so that any person who was a Director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” 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 Company” shall include any service as a Director, officer, employee or agent of the Company which imposes duties on, or involves services by such Director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner the person 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 Company” as referred to in this Article VIII.
Section 9. 1 Articles of Incorporation.
The Articles of Incorporation of this Company may be altered, amended, repealed or restated by an affirmative vote of the Members pursuant to Article II.
Section 9.2 Regulations.
This Code of Regulations may be altered, amended, repealed or restated by an affirmative vote of the Members pursuant to Article II.
Conflicts of Interest
The Company shall adopt a Conflicts of Interest policy in a form substantially similar to that attached hereto as Exhibit A.
This Code of Regulations shall be effective as of February 26, 2015, and amended as of January 5, 2016.