[jeepmanjeff]

Article I
Trustees and Officers

(A) Qualifications; election; term

The corporation shall be governed by a board of seven (7) composed of four (4) officers and 3 Trustees, who shall be voting executive members of the corporation in good standing.

Trustees shall be elected by the members at the annual meeting or at a special meeting called for the purpose. At the first election of trustees, one (1) trustee shall be elected for terms of one year, one (1) shall be elected for terms of two years, and one (1) shall be elected for terms of three years. Thereafter, all trustees shall be elected for terms of three years, or until their successors are elected and qualified.

A majority of the votes cast is required for election. On any vote or ballot, if more nominees receive majorities than the number of trustees to be chosen, the required number of nominees with the largest majorities shall be declared elected.


(B) Duties and powers

The board of trustees is responsible for the management and control of the affairs, funds, and property of the corporation. Its powers are commensurate with its duties, subject to the articles of incorporation and code of regulations, The board may adopt bylaws or rules governing operations and activities of the corporation, use of the corporation's facilities by members and others, and other bylaws and rules the board considers necessary or advisable.

The board may appoint, discharge, and fix the compensation and duties of permanent or temporary employees or agents of the corporation.

The board may also appoint standing and special committees and change committee personnel at will, discipline members for misconduct, remove officers for cause, fill vacancies in any office or in its own membership, and otherwise exercise such powers as are conferred by law on boards of trustees of nonprofit corporations, consistent with the articles of incorporation and code of regulations.

(C) Meetings; notice; quorum

The board of trustees and officers shall meet at least monthly on the first Monday of each month. Special meetings of the board may be called by the president, and shall be called by him on written request of any three (3) trustees and/or officers. Meetings shall be held at a convenient time and place as the president or board may direct.

Notice of the date, time, and place of a meeting shall be given as required by RC 1702.31(C), except that oral or telephone notice is sufficient if given personally to the trustee being notified. Except in an emergency, at least two days' notice is required. Notice may be waived as provided in RC 1702.19.

At any meeting of the board of trustees, a quorum shall consist of four (4) trustees and/or officers.

Article II
Officers

(A) Qualifications; election; term

Immediately following at the annual election of trustees and officers, the members shall elect a president, vice-president, secretary, and treasurer. The president and vice-president, secretary, and treasurer shall be board members. Officers shall serve for a term of one year, or until their successors are elected and qualified.

(B) Duties

In addition to the duties stated below, each officer shall perform such other duties as may be required by the articles of incorporation or code of regulations, or as may be assigned from time to time by the board, as well as duties customarily incident to his office.

(1) President

The president shall preside at all meetings of the members, board, and executive committee. He shall appoint standing and special committees and is an ex-officio member of all committees.

(2) Vice-president

The vice-president shall perform all of the duties of president in case of the president's absence or disability. If both the president and vice-president are absent or disabled, the board may appoint a president pro tempore. The vice-president is an ex-officio member of all committees.

(3) Secretary

The secretary shall keep an accurate record of all transactions of the corporation, members, board, and executive committee. He shall give all notices required by law, the articles of incorporation, or code of regulations. He shall maintain a current roster of members. He shall keep a minute book, and record in it the minutes of the meetings and other transactions of the members, board, and executive committee. He shall keep documents, correspondence, and other records which it is necessary or advisable to preserve. He shall hold all books, papers, and other property in his custody available for inspection by the board or persons appointed by them, and when he leaves office shall turn the same over to his successor or to the president.

(4) Treasurer

The treasurer shall receive and safely keep all money, notes, securities, choses in action, and similar property belonging to the corporation, and deposit, invest, or disburse the same under the direction of the board or executive committee. Disbursements shall be made upon proper vouchers. He shall keep complete, accurate accounts of all money, property, other assets, liabilities, and financial transactions of the corporation, prepare financial statements, and render an account of the financial position of the corporation at the annual meeting of the members and at such other times as the board may require. He shall hold all books, accounts, statements, vouchers, money, securities, and other property in his custody ready for inspection or audit at any time by the board or persons appointed by them, and when he leaves office shall turn the same over to his successor or to the president.