Oxbow, Inc.

 

Protecting and Preserving Wetlands

REGULATIONS OF OXBOW, INC.

ARTICLE I - NAME

The name of the organization is Oxbow, Inc. (hereinafter "the Corporation").

 

ARTICLE II - MEMBERS

Section 1. Qualifications and Classification. Membership in the Corporation shall be open to the following persons upon payment of the appropriate dues: (1) any individual who subscribes to the purposes of the Corporation; and (2) any association, partnership, or corporation, professing support for the purposes of the Corporation. Classifications of membership in the Corporation may be established from time to time by the Directors.

 

Section 2. Admission to Membership. Any individual, association, partnership, or corporation eligible for membership in the Corporation shall become a member upon the payment of dues and registering her, his, or its name and contact information with the Corporation. The President will appoint a membership coordinator to keep an official roll of members in good standing

 

Section 3. Authorized Representatives. Each association, partnership, or corporation admitted to membership shall designate one individual as its authorized representative for purposes of attending meetings and exercising all other rights and privileges accorded members. Such persons shall be recognized as the authorized representative until the Secretary of the Corporation receives written notification of the revocation of such appointment and the appointment of a successor representative. Except to the limited extent specified in this section, neither membership nor membership rights are transferable.

 

Section 4. Dues. Minimum membership dues for each classification of membership shall be established from time to time by the Directors. No assessment shall be levied against any member.

 

Section 5. Termination. Membership may be terminated if the member does not pay dues within such time as may be determined by the Directors. Membership shall terminate if the member tenders a written termination. Anyone whose membership has been terminated due to nonpayment of dues may be reinstated upon such conditions as the Directors may determine. Resignation shall not entitle a member to the return of any sums previously paid to the Corporation. The Board, at its discretion, may cancel anyone's membership for any reason it deems appropriate.

 

ARTICLE III - MEETINGS OF MEMBERS

Section 1. Members’ Meeting. There shall be two types of members’ meetings. The annual meeting of the members, for the purpose of transacting such business as may come before the meeting, shall be held on such date and at such time during the month of January of each year, or as soon thereafter as possible, as the Directors may from year to year designate. In addition, special meetings of the members may be called by the President (or, in case of the President's absence, death or disability, the Vice President), the Directors by action at a meeting, a majority of the Directors acting without a meeting, or 25 members.

 

Section 2. Place of Meetings. All members’ meetings shall be held at such place or places as the Directors shall determine.

 

Section 3. Notice of Meetings. Meeting notices, published in the Corporation's newsletters, shall be sufficient.

 

Section 4. Quorum. The members present at any meeting, either annual or special, shall constitute a quorum for such meeting

 

Section 5. Organization. At each meeting of members, the President shall act as chairman and the Secretary shall take minutes of the meeting. In the absence of the Secretary, the President shall appoint a temporary secretary to take the minutes.

 

Section 6. Order of Business. The order of business at all members' meetings shall be as follows:

• Proof of notice of meeting or waiver thereof; A QUORUM BEING PRESENT;

• Reading of the minutes of the preceding members’ meeting and acting thereon unless dispensed with by unanimous consent;

• Report of Directors, if any;

• Report of officers, if any;

• Announcement of the election of directors, if any.

• Old business, if any;

• New Business, if any.

Section 7. Voting. Each member of the Corporation shall be entitled to one vote in person or the designated individual of any association, partnership, or corporation shall be entitled to one vote.

 

Section 8. Fixing Record Date. The Directors may fix in advance of any meeting a date, not less than seven nor more than sixty days preceding the date of any meeting of members, as a record date for determining of the members entitled to vote at any such meeting. Only members of record on that date so fixed shall be entitled to vote at such meeting.

 

Section 9. Passage. The passage of any issue brought to a vote shall require the concurrence of a majority of the members present.

 

ARTICLE IV – DIRECTORS

Section 1. Authority. Except as otherwise provided by law, the Articles of Incorporation, or these Regulations, the powers of the Corporation shall be exercised by, the business and affairs of the Corporation shall be conducted by, and the property of the Corporation shall be controlled by, the Directors.

 

Section 2. Qualification and Number. The Directors shall be members of the Corporation. The number of Directors shall not be less than five and not more than twenty-four. The operating number of Board members shall be determined by resolution of the Board.

 

Section 3. Election and Term of Office. Each year the Directors shall be divided into three groups known as "A", "B", and "C", whose membership shall be as equal in number as possible. Each group shall serve for a period of three years. Each year, Directors elected two years prior shall serve as a nominating committee and the President shall appoint one of them as chair. A ballot of nominees, containing a provision for one write-in candidate, shall be included in the November-December newsletter with votes accepted until January 1. Ballots shall be opened and counted by a committee and the results reported at the annual member’s meeting.

 

Section 4. Honorary Directors. The Directors may designate not more than ten individuals at one time, who need not be members of the Corporation, as Honorary Directors, for such terms as the Directors may determine in each instance. Honorary Directors shall have all of the rights and privileges of Directors, except that Honorary Directors shall not vote or be considered for quorum purposes.

 

Section 5. Compensation. No individual shall receive compensation for services rendered in his/her capacity as Director.

 

Section 6. Resignation. Any Director may resign by giving written notice to the President.

 

Section 7. Removal. Any Director may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the members of record of the Corporation. Notice of such a vote shall be provided to the members not less than thirty days before the vote.

 

Section 8. Vacancies. A vacancy created by Resignation, removal, death, or otherwise may be filled by the election of a replacement Director by a majority vote of all the Directors present at the meeting. A replacement Director shall serve the balance of the remaining term of the vacating Director.

 

Section 9. Time of Meetings. Regular meetings of the Directors shall be held at a date, time and place determined by the Directors, except that the Board shall meet not less than eight times per year. Special meetings of the Directors shall be held whenever called by the President or any three Directors.

 

Section 10. Notice of Meetings. Notice of a regular meeting of the Directors shall be sent to each Director not less than seven days before the meeting. Notice of the time, place and purpose of any special meeting of the Directors shall be given by U.S. Mail, email, or by telephone to the Directors not less than three days before the date of the meeting. The notice requirement as stated herein may be waived by any Director not receiving notice as required herein.

 

Section 11. Open Meetings. All meetings of the Directors shall be open to all members of the Corporation, unless otherwise determined by an affirmative vote of not less than two-thirds of the Directors present in person at a meeting at which a quorum is present.

 

Section 12. Quorum and Manner of Acting. A majority of the Directors shall constitute a quorum. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Directors.

 

Section 13. Organization of Meetings. At each meeting of the Directors, the President shall preside and the Secretary shall act as the secretary of the meeting.

 

Section 14. Order of Business. The order of business at meetings of the Directors shall be such as the President shall prescribe or follow, subject to the President being overruled by a majority of the Directors present.

 

Section 15. Action in Lieu of Meeting. Any action which, by virtue of the laws of Ohio, the Articles of Incorporation, or these Regulations, may be taken at a regular meeting of the Directors may also be taken by the Directors without a meeting if authorized in writing, including email, by a majority of the Directors.

 

Section 16. Committees of Directors. The Directors shall create an Executive Committee and such other standing committees as may be determined by the Directors. Each committee shall consist of not less than three Directors. A majority of the committee shall constitute a quorum for a meeting, and the act of a majority of the members of the committee present at a meeting at which a quorum is present shall be the act of the committee. The officers of the Corporation, together with no more than five other Directors appointed by the President, shall constitute the membership of the Executive Committee. The Directors may authorize the delegation to the Executive Committee of any authority of the Directors, however conferred. However, matters of policy shall not be considered officially adopted until ratified by the Directors during the next regular or special meeting of the Directors.

 

Section 17. Advisory Committees. The Directors may create advisory committees with such membership criteria as the Directors may determine from time to time. The Directors shall not delegate any authority of the Directors to any such committee.

 

ARTICLE V - OFFICERS

Section 1. Number, Title, and Eligibility. The officers of the Corporation shall be the President, Vice President, Secretary, and a Treasurer. An officer shall be a member of the Corporation. No person shall hold more than one office concurrently.

 

Section 2. Election, Terms of Office, and Compensation. The officers shall be elected by the Directors at the first regular meeting of the Directors following the closing of the election of the Directors and the counting of the ballots. Each officer shall be elected for a term of one year or until his/her successor is elected and qualified, or until his/her resignation, removal from office, or death.

 

Section 3. Resignation. Any officer may resign by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein. Unless the resigning officer specifies in his/her written resignation, he/she shall continue as director.

 

Section 4. Removal. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Directors. Written notice of such a vote shall be provided to the Directors not less than thirty days before the vote. An officer who has been removed shall continue to be a Director unless removed from the Board pursuant to the process set forth in Article IV, Section 7.

 

Section 5. Vacancies. Any vacancy created by resignation, removal, death, or otherwise, shall be filled by the Directors for the duration of the term of office.

 

Section 6. Power, Authority, and Duties. Officers of the Corporation shall have the powers and authority conferred and the duties prescribed by law, in addition to those specified or provided for in this Article, but subject to any such limitations as the Directors may from time to time determine.

 

Section 7. President. The President shall preside at all meetings of the Corporation, the Directors, and the Executive Committee of the Directors, and shall have such other duties as the Directors may determine. The President shall be the official signatory on all legal documents for the Corporation.

 

Section 8. Vice President. The Vice President shall assist the President, shall assume the duties of the President in the President's absence, and shall have such other duties as the Directors may determine.

 

Section 9. Secretary. The Secretary shall take the minutes of all board and members meetings, and shall have such other duties as the Directors may determine. In the absence of the Secretary, the President shall appoint a temporary secretary to take the minutes.

 

Section 10. Treasurer. The Treasurer shall have the following duties:

• Make deposits of funds received into corporate account, and arrange notice to the Controller;

• Prepare and disburse checks of the Corporation (pay the bills);

• Prepare monthly financial statements to be submitted to the Directors at their monthly meeting;

• See to the preparation and filing of all tax returns and other documents required to be filed periodically with federal, state, and local taxing authorities;

• Prepare an annual financial report summarizing all transactions, receipts, and disbursements to be published in the newsletter;

• Perform such other duties as the Directors may determine.

ARTICLE VI - EXAMINATION OF BOOKS BY MEMBERS

The Directors may make reasonable rules and regulations prescribing under what conditions the books, records, accounts and documents of the Corporation shall be open to the inspection of the members. No member shall be denied any right conferred by Section 1702.15 of the Ohio Revised Code or any other Ohio law to inspect any books, records, accounts and documents of the Corporation.

 

ARTICLE VII – INDEMNIFICATION

All Directors, officers and employees, and any former Director, officers and employees, of the Corporation shall be indemnified by the Corporation to the full extent permitted by the Ohio Non-Profit Corporation Law.

 

ARTICLE VIII - AMENDMENTS

These Regulations may be amended or new Regulations adopted by a two-thirds affirmative vote of the members present at any annual meeting or at a special meeting called for such purpose, provided that any such proposed amendments or new Regulations shall have been previously approved by the Directors and shall have been included in a notice of the meeting mailed or emailed to all members not later than thirty days prior to such meeting. If at the time the Directors approve amendments to the Regulations or new Regulations and the Directors in their sole discretion determine that the amendments or new Regulations are too lengthy to be sent to each member, the Directors may choose to send a summary of the changes to the members instead of the full text.