The undersigned, the Board of Directors of the OHIO ARCHAEOLOGICAL COUNCIL, INC. (the Council), do hereby adopt, pursuant to Section 1702.10 of the Ohio Revised Code, the following revised Code of Regulations for said Corporation.
ARTICLE I
ORGANIZATION
The Council shall be composed of a Board of Trustees and Executive Board, together comprising the Board of Directors, and Members.
The Board of Trustees shall consist of at least two (2) Active Members of the Council. Officers of the Council shall consist of at least a President, President-Elect, Secretary, and Treasurer, who shall comprise the Executive Board. Members of the Board of Trustees and the Executive Board shall be elected by the voting Membership at a semi-annual or duly called special meeting of Members, by mail or electronic ballot, or otherwise appointed by the Board of Directors.
There shall be at least two (2) standing Committees of the Council, a Membership Committee, and a Nomination Committee. Each Standing Committee shall be composed of a Trustee who will serve as Committee Chair and at least three (3) Active Members elected by the voting Membership at a semi‑annual or duly called special meeting of Members, by mail or electronic ballot, or otherwise appointed by the Board of Directors.
The results of mail and electronic ballot elections for Trustees, Officers, and Committee Members shall be known by the semi-annual membership meeting at which their terms expire.
The number and kinds of Standing Committees, the number of Trustees and Officers, as well as their respective positions and duties, may be changed by the Board of Directors as necessary and appropriate.
ARTICLE II
TRUSTEES
SECTION 1. COMPOSITION
The Board of Trustees shall consist of at least two (2) Trustees, or such other number as determined by the Board of Directors. Only Active Members of the Council shall be eligible to serve as Trustees. In the event a Trustee ceases to be an Active Member, that individual shall immediately cease to be a Trustee. A Trustee may neither serve simultaneously as a Member of the Executive Board nor shall a Member of the Executive Board serve simultaneously as a Trustee.
SECTION 2. TERM
Trustees shall be elected for a term of three (3) years except that any Trustee elected or appointed to fill an unexpired term of a Trustee shall be elected or appointed for the unexpired period of such term. Each Trustee shall hold office until the Trustee's successor is elected or appointed or until the Trustee's resignation, removal from office, death, or other cessation as a Trustee.
SECTION 3. ELECTION
The election of Trustees shall be held at the fall meeting of the Members, at a special meeting duly called for the purpose of such election if the semi‑annual meeting is not held at this time, or by mail or electronic ballot. Each elected Trustee shall assume office immediately upon election.
SECTION 4. REMOVAL
A Trustee may be removed at any time, with or without cause, at a duly called meeting of the Members called for the consideration of said action by the vote of two‑thirds (2/3) of the voting Membership present.
SECTION 5. VACANCIES
In the event of a vacancy in the office of Trustee, the vacancy shall be filled for the unexpired term by election of a successor at a semi‑annual meeting or duly called special meeting of the Members, by mail or electronic ballot, or by appointment by the Board of Directors.
ARTICLE III
DUTIES OF TRUSTEES
(a) Chair Standing Committees.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The Council shall have a President, President-Elect, Secretary, and Treasurer as Officers, and such other Officers as the Board of Directors determines necessary and appropriate. Only Active Members shall be eligible to serve as Officers. In the event an Officer ceases to be an Active Member that individual shall immediately cease to hold office.
SECTION 2. TERM
The President and President-Elect shall each hold office for a term of two (2) years. The Secretary and Treasurer shall hold office for a term of three (3) years.
SECTION 3. ELECTION
All Officers shall be elected by the Members by a majority vote, or in the event of a vacancy appointed by the Board of Directors.
SECTION 4. REMOVAL
An Officer may be removed at any time, with or without cause, at a meeting of the Board of Directors at which a quorum is present, and duly called for the consideration of such action, by a two‑thirds (2/3) vote of the Board of Directors, voting in person or by proxy.
SECTION 5. VACANCIES
In the event of a vacancy, the vacancy shall be filled for the unexpired term by election of a successor at a semi‑annual meeting or duly called special meeting of the Members, by mail or electronic ballot, or by appointment by the Board of Directors.
ARTICLE V
DUTIES OF OFFICERS
SECTION 1. PRESIDENT
(a) Preside at all meetings of the Members and the Board of Directors
(b) The President or the President's designee, limited to a member of the Board of Directors, shall sign all written contracts of the Council, except checks
(c) Generally perform all the duties usually performed by Presidents of like corporations, and other duties as required by the Board of Directors. The President shall be familiar with Roberts' Rules of Order and follow them when applicable
(d) Create ad hoc Committees and call special meetings of the Board of Directors.
SECTION 2. PRESIDENT-ELECT
(a) Perform all the duties of the President in case of the absence, death, or disability of the latter
(b) Call special meetings of the Board of Directors
(c) At the end of term, assume the office of President
(d) Develop conferences and programs for the semi-annual meetings of the Members and other duties as required by the Board of Directors.
SECTION 3. SECRETARY
(a) Keep minutes of all the proceedings of the Board of Directors and Members, and make and attest to a proper record of the same, which shall be transmitted to the Board of Directors and Members, as appropriate, within thirty (30) days of the conclusion of the proceedings
(b) Prepare and send notices to Members of the date, time, and place of semi‑annual or special meetings, the text of proposed changes to the Code of Regulations and the Articles of Incorporation, dues notices, and prepare and send written proxy votes
(c) Keep such books as may be required by the Board of Directors and by law, and generally perform such duties as may be required by the Board of Directors
(d) Preserve important papers, letters, and transactions of the Council
(e) Send notices of delinquency to Members in default of dues
(f) In cooperation with the Trustee chairing the Nomination Committee, send and count election ballots.
SECTION 4. TREASURER
(a) Collect, receive, and have charge of all monies, bills, notes, bonds, and similar property belonging to the Council, and disburse or otherwise deal with the same as directed by the Board of Directors
(b) Sign or countersign all checks and keep an accurate record of all monies that are received and disbursed
(c) Generally perform such duties as required by law and by the Board of Directors
(d) On the expiration of term of office the Treasurer shall give the new Treasurer or the Board of Directors all Council property, books, papers, and monies in the Treasurer's possession
(e) Insure that all checks and withdrawals over $1,500.00 are co-signed by a Trustee authorized by the Board of Directors to do so.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1. COMPOSITION
The Board of Directors shall be composed of the Board of Trustees and the Executive Board.
SECTION 2. TERM
Only members of the Board of Trustees or the Executive Board may serve on the Board of Directors. Once a Member ceases to be a Trustee or Officer, the Member immediately ceases to be a member of the Board of Directors.
SECTION 3. MEETINGS
Meetings of the Board of Directors shall be held at least once between semi‑annual meetings of the Members. A majority of the Board of Directors or the President may call special meetings of the Board of Directors. Notice of the date, time, and place, of such meetings shall be given to each Trustee and Officer at least two (2) days prior to the meeting.
SECTION 4. QUORUM
To constitute a quorum at any meeting of the Board of Directors, there shall be present not less than a majority of the Board of Directors, but if at any meeting of the Board of Directors there shall be present less than a quorum, a majority of those present may adjourn the meeting without any notice other than by announcement at the meeting until a quorum shall attend. Except as otherwise provided in the Code of Regulations, the affirmative vote of a majority of the Board of Directors present at either a physical meeting or a virtual meeting conducted via authorized communications equipment at which a quorum is present shall be necessary for the authorization of the taking of any action voted upon.
SECTION 5. DUTIES
(a) Call special meetings of the Board of Directors or the Members
(b) Fill by appointment vacancies created in any Office or Trustees for the unexpired term of such office
(c) Modify the number, terms, and duties of Trustees and Officers
(d) Modify the number, kinds, terms, and duties of Standing and ad hoc Committees
(e) Appoint Members to Standing and ad hoc Committees
(f) Change the Membership categories and determine the privileges of each
(g) Approve applicants for Membership upon the recommendation of the Membership Committee
(h) Approve changes in documentation required for admission upon the recommendation of the Membership Committee
(i) Review and vote on suspensions and expulsions of Members
(j) Receive and approve reports from, and actions taken by Standing and ad hoc Committees through each Committee Chair or their designee
(k) Direct the Nomination Committee to prepare a slate of candidates for election and approve the final slate of candidates
(l) Change the amount of annual dues for Members
(m) Cause to have maintained by the Treasurer and receive on demand such financial records, correspondence, transactions, papers, books, etc., as may be required by the Board of Directors or by law, and to form an ad hoc committee to review the Council's financial records of the calendar year by March 15 of the following year
(n) Receive from the Treasurer all property, books, records, and money controlled by the Treasurer upon the expiration of their term of office unless such property, books, records, and money are turned over to the Treasurer's successor with the approval of the Board of Directors
(o) Pursuant to Article X of the Code of Regulations, receive, administer, invest, or disburse capital in the form of property or money gained by bequest, gift, donation, or otherwise acquired by the Council, including approving funds for grants, scholarships, and other programs funded by the Council
(p) Approve conditions accompanying devises, bequests, gifts, donations, and contributions that may be imposed by the testator or donor
(q) Hire and cause to have compensated any person whom the Board of Directors employ
(r) Make decisions regarding indemnification pursuant to Article XI of the Code of Regulations.
ARTICLE VII
COMMITTEES
SECTION 1. CATEGORIES
There shall be two (2) categories of Committees: Standing Committees and ad hoc Committees. Of Standing Committees there shall be at least two (2): the Membership Committee and the Nomination Committee.
SECTION 2. COMPOSITION
Each Standing Committee shall be composed of a Trustee elected to Chair said Committee, and three (3) Members elected by the Membership at a semi‑annual meeting, duly called special meeting, by mail or electronic ballot, or appointed by the Board of Directors. Ad hoc Committees are composed of at least two (2) Members appointed by the President or Board of Directors.
SECTION 3. TENURE
Standing Committees shall remain in existence indefinitely or until such time as their existence is terminated or modified by vote of the Board of Directors. Members elected to Standing Committees shall hold such positions for a term of two (2) years, provided they remain Members in good standing, and shall assume such duties immediately upon election. Ad hoc Committees shall remain in existence as long as deemed necessary by the President or Board of Directors.
SECTION 4. MEETINGS
Standing Committees and ad hoc Committees shall hold meetings as necessary. Each Standing Committee shall report to the Board of Directors concerning its actions at each regular or special meeting of the Board of Directors. Each ad hoc Committee shall report to the Board of Directors concerning its actions within thirty (30) days following each of its meetings.
SECTION 5. DUTIES
(a) The Membership Committee shall review membership applications from prospective members including a curriculum vitae and other documentation as determined by the Committee and approved by the Board of Directors. Upon review of this material the Membership Committee shall make a recommendation to the Board of Directors, based on criteria established by the Membership Committee and approved by the Board of Directors, that the nominee be considered favorably or unfavorably for admission to the Council.
(1) Recommendations for suspension or expulsion of Members may be initiated by the Membership Committee or by five (5) or more Active Members to the Membership Committee, who shall review the case and make a recommendation to the Board of Directors.
(b) The Nomination Committee shall prepare a slate of candidates for election at semi-annual or special meetings, or at other times as deemed necessary by the Board of Directors. The Nomination Committee shall present the final slate of candidates to the Board of Directors at least thirty (30) days before a semi-annual meeting.
(c) Other Standing Committees may be created by the Board of Directors and shall have the duties and responsibilities specified by the Board of Directors at the time they are created or at any time thereafter.
(d) Ad hoc Committees may be created by the President or by the Board of Directors and shall have the duties and responsibilities specified by either at the time they are created or at any time thereafter.
ARTICLE VIII
MEMBERSHIP
SECTION 1. CATEGORIES
(a) Membership shall be open to persons, institutions and organizations with a bona fide interest in the purposes of the organization.
(b) The Council shall recognize four categories of Members: Active Member, Associate Member, Institutional Representative, and Organizational Representative. Additional categories may be created by the Board of Directors. The four categories of Members shall be as follows:
(1) Active Members:
Individuals who demonstrate the capacity to conduct quality research as evidenced by published or unpublished archaeological reports and papers or documented portions thereof. Archaeological field experience and formal education or training in archaeology is desirable but not a prerequisite. They shall adhere to the professional standards of the Council as outlined in the Code of Ethics. Active Members shall have voting privileges.
(2) Associate Members:
Individuals who demonstrate a bona fide commitment to Ohio archaeology consistent with the objectives of the Council. They shall adhere to the professional standards of the Council as outlined in the Code of Ethics. Associate members shall not have voting privileges. This category of membership may be appropriate for professionals unable to attend regular meetings, but with a supporting interest in the activities of the Council, for students, and for interested avocational archaeologists and other persons.
(3) Institutional Representatives:
An individual from institutions that demonstrate a bona fide interest and commitment to Ohio archaeology consistent with the objectives of the Council. They shall adhere to the professional standards of the Council as outlined in the Code of Ethics. Upon invitation by the Board of Directors, the Director of the Ohio Historical Society, the Director of the Cleveland Museum of Natural History, the Director of the Dayton Society of Natural History, the Director of the Cincinnati Museum Center, the Superintendent of Hopewell Culture National Historical Park, the State Historic Preservation Officer, the Chair of the Ohio Historic Site Preservation Advisory Board, the Director of the Ohio Department of Transportation, the Director of the Ohio Department of Natural Resources, the Superintendent of the Wayne National Forest, the Superintendent of Cuyahoga Valley National Park, the Superintendent of the Dayton Aviation National Historical Park, the Director of the Midwest Regional Office of the Archaeological Conservancy, and others as determined by the Board of Directors may become Institutional Representatives. These individuals hold Membership by right of their position in those respective institutions and shall retain Membership only as long as they hold the positions named above. They shall not have voting privileges nor can they serve as Trustees or Officers. The Directors or Superintendents may designate a subordinate to represent them in the Council.
(4) Organizational Representatives:
An individual from organizations that demonstrate a bona fide interest and commitment to Ohio archaeology consistent with the objectives of the Council. They shall adhere to the professional standards of the Council as outlined in the Code of Ethics. Upon invitation by the Board of Directors and acceptance by the Board of Directors, the Presidents or Directors of the Archaeological Society of Ohio, the Toledo Area Aboriginal Research Society, the Firelands Archaeological Research Center, the Central Ohio Valley Archaeological Society, Heritage Ohio, the Ohio Preservation Alliance and others as determined by the Board of Directors may become Organizational Representatives. These individuals hold Membership by right of their position in those respective institutions and shall retain Membership only as long as they hold the positions named above. They shall not have voting privileges nor can they serve as Trustees or Officers. Their Presidents may designate a subordinate to represent them in the Council.
SECTION 2. ADMISSION
(a) Active Membership:
Nominations for Active Membership shall be made through or endorsed by an Active Member, in good standing, to the Membership Committee. Such nominations shall include an application for Membership, a curriculum vitae, and such other documentation as determined by the Membership Committee, with the approval of the Board of Directors. All documents comprising the nomination shall be reviewed by the Membership Committee, who shall then make a recommendation to the Board of Directors that the nominee(s) be considered favorably or unfavorably for admission to the Council. A simple majority vote in favor of admission by the Board of Directors and the payment of annual dues are sufficient for becoming a Member.
(b) Associate Membership:
Applicants for Associate Membership may be nominated and approved or disapproved for Membership by following the procedures set forth in Article VIII, Section 2(a).
(c) Institutional Representatives:
Institutional Representatives shall be Members by virtue of their position in those institutions specified in Article VIII, Section 1(b)(3), and in any other institution(s) approved by the Board of Directors for purposes of such representation. Institutions with an interest or involvement in Ohio archaeology may petition the Board of Directors in writing through the Membership Committee for approval of such recognition. Only one (1) individual affiliated with each institution so approved may serve as Institutional Representative.
(d) Organizational Representatives:
Organizational Representatives shall be Members by virtue of their affiliation with those organizations specified in Article VIII, Section 1(b)(4), and with any other organization(s) approved by the Board of Directors for purposes of such representation. Organizations with an interest or involvement in Ohio archaeology may petition the Board of Directors in writing through the Membership Committee for approval of such recognition. Only one (1) individual affiliated with each organization so approved may serve as Organizational Representative.
SECTION 3. MEMBERSHIP PRIVILEGES
(a) Active Members, Associate Members, Institutional Representatives, and Organizational Representatives shall be entitled to notice of meetings of Members. Only Active Members have voting privileges.
(b) The Board of Directors shall have the authority to determine other privileges pertaining to any category of Membership.
SECTION 4. DUES
The annual dues of Active Members and Associate Members shall be an amount determined by the Board of Directors. Institutional Representatives and Organizational Representatives shall not be required to pay dues.
If the required dues of any member are not paid within thirty (30) days after dues have become payable, the Secretary shall send a Notice of Delinquency to the delinquent Member. If the dues of the delinquent Member are not paid within thirty (30) days after sending such notice, the Secretary shall send a final Notice of Delinquency to the Member. If the dues of the delinquent Member are not paid within thirty (30) days after sending such notice, Membership shall terminate on the thirtieth (30) day by reason of nonpayment, although the Board of Directors, at its discretion and on terms it may impose, may provide for subsequent reinstatement.
SECTION 5. RESIGNATION
A Member may resign at any time by notifying, in writing, the President or the Chair of the Membership Committee. Any Member resigning may, within a period of one (1) year from resignation, make application to the Board of Directors through the Membership Committee to be restored to Membership upon the payment of the dues accrued since the date of resignation and the payment of any dues in default at the time Membership ceased.
SECTION 6. TERMINATION AND EXPULSION
(a) Conditions
(1) Termination for non‑payment of dues is automatic in cases where the Secretary has notified the Member of such delinquency as set forth in Article VIII, Section 4, and the delinquent Member has failed to pay dues within a period of thirty (30) days following such notification.
(2) Active Members and Associate Members may be terminated or expelled for willful violation of the Council's Code of Regulations or Code of Ethics, for conduct detrimental to the Council's interests, or for conduct unbecoming a Member.
(b) Procedures
Recommendations for suspension or expulsion of Members may be initiated by the Membership Committee or by five (5) or more Members to the Membership Committee, who shall review the case and make a recommendation to the Board of Directors. Before any Member is suspended or expelled, written notice of the charges against the Member and of the time and place of the meeting of the Board of Directors at which such charges are to be considered shall be sent to the Member at the Member's address as it appears in the records of the Council at least fourteen (14) days before such meeting. At said meeting, the Member shall be given an opportunity to refute the charges. A two-thirds (2/3) affirmative vote by all the Board of Directors is required to suspend or expel a Member. The decision of the Board of Directors is final.
ARTICLE IX
MEETINGS OF MEMBERS
SECTION 1. SEMI‑ANNUAL MEETINGS
Semi‑annual meetings of the Members shall be held in the spring and in the fall at the principal office of the Council or at such other place as may be designated in the notice of the meeting, on the date and at the hour designated in such notice.
SECTION 2. SPECIAL MEETINGS
Special meetings may be held at any time on call of the President, or a majority of the Board of Directors at such place and time as may be designated in the call.
SECTION 3. NOTICE OF MEETINGS
Written or email notice stating the date, time, and place of a meeting of the Members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each Member by the Secretary not less than thirty (30) days before the date of the meeting in the case of semi‑annual meetings and not less than fourteen (14) days in the case of special meetings.
SECTION 4. QUORUM
To constitute a quorum at any meeting, there shall be present in person or by proxy thirty percent (30%) of the voting Membership currently residing in Ohio at the time their annual dues were paid. If there be no quorum at the time for which any meeting shall have been called, the meeting may be adjourned by the President or presiding officer without any notice other than by announcement at the meeting until a quorum shall attend. At any such adjourned meeting, discussion may ensue but any business requiring a vote may not be transacted until such time as a quorum may be constituted.
SECTION 5. PROXIES AND CONSENTS
Voting on all matters may be conducted by mail or email, and any voting Member may vote or act by written proxy. As applicable, the Secretary shall send a written proxy to all Active Members. Except as otherwise provided in the Code of Regulations, any action which may be authorized by or taken at a meeting by the Members may be taken without a meeting by the consent, in writing, of a majority of the Members.
SECTION 6. ORDER OF BUSINESS
Unless the Code of Regulations is suspended by a two-thirds (2/3) vote of the Members present at any meeting, the order of business shall be as follows:
(a) Reading of the minutes of the last preceding Members' meeting;
(b) Reading of reports and statements;
(c) Unfinished business;
(d) Report of the election of new Members;
(e) Report of the Election of Trustees and Officers;
(f) New or miscellaneous business;
provided that the failure to adhere to this order shall not affect the validity of any action taken at the meeting unless a timely objection is made and sustained by majority vote when the deviation from the prescribed order occurs.
ARTICLE X
ADMINISTRATION of FUNDS
SECTION 1. GENERAL POWERS
The Board of Directors, except as herein otherwise provided, shall have full discretion in all matters relating to the acquisition, holding, management, control, investment, and disposition of the property of the Council, notwithstanding any rule of court or statute now or hereafter in force to the contrary, and no Director or any other person acting by the direction of or with the approval of the Directors shall be liable to the Council or to any other person for any loss or damage resulting from any action taken or not taken, except for the Director's own gross negligence or willful misconduct. The following enumeration of specific powers of the Directors shall not be deemed a limitation of the generality of the foregoing, except as specifically provided.
SECTION 2. RECEIPT OF PROPERTY
Gifts, donations, and contributions of cash, securities, or other property from any source whatever, whether outright, or in trust, may be made to and accepted by the Council to enable the Council to carry out its purposes as set forth in the Articles of Incorporation. The Council may accept devises, bequests, gifts, donations, and contributions of property of any kind and may agree to administer the same in accordance with any conditions which the testator or donor may impose; provided that any conditions of any such devises, bequests, gifts, donations, and contributions shall be approved and accepted by the Board of Directors and shall be consistent with and in furtherance of the purposes and within the powers of the Council.
SECTION 3. USE OF PROPERTY
The Board of Directors, notwithstanding any rule of court or statute now or hereafter in force to the contrary, may retain and hold property of any kind given to the Council by will, deed, gift, or otherwise; may manage, control, and exercise all rights of ownership with respect to any funds or property or proceeds of the same of property coming to the Council from any source; may invest and reinvest the same in such loans, stocks, bonds, securities, or other property of any kind, tangible or intangible, as they shall from time to time determine; and may compromise, settle, and adjust any claims on behalf of or against the Council arising from or by reason of any devises, gifts, contributions, or donations of property to the Council, or otherwise, on such terms and conditions and at such time or times as it may decide.
SECTION 4. DISTRIBUTION
Any money or other property of the Council, whether income or principal, shall be used or distributed by the Directors as they may determine, as follows:
(a) For the payment of all charges and expenses which in their opinion are necessary for the proper care, management, and preservation of the property of the Council, including, but not limited to taxes, rental, clerical services, fees of attorneys, accountants and other experts, and reasonable compensation to any person or persons whom the Directors may deem it necessary to employ in order effectively and fully to carry out the purposes of the Council; provided that the Members, Officers, Trustees or Directors shall not receive any compensation for services rendered as Director, Trustee, Officer or Member except only reimbursement of expenses as hereinbefore provided, and except that any Member, Officer, Trustee or Director may be employed and may be paid reasonable compensation by the Council for services rendered to the Council pursuant to such employment, as determined by the Directors.
(b) For the furtherance and accomplishment of the purposes for which the Council is formed, including grants, as stated in its Articles of Incorporation and subject to the limitations contained therein, at such time or times, in such amount or amounts and in such manner as may be determined by the Directors in the exercise of their discretion, subject to any directions or limitations expressly given or imposed by the Founding Members by action taken at a meeting of the Initial Members, or in a writing signed by the Initial Members.
ARTICLE XI
INDEMNIFICATION
SECTION 1. SCOPE
Each member of the Board of Directors shall be indemnified by the Council against any judgments, decrees, fines, penalties, costs, and expenses, including reasonable attorneys' fees, witness, and jury fees, and amounts paid in settlement in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which they are or may be made a party by reason of being or having been a Board member except judgments, decrees, fines, penalties, costs, expenses, and settlements incurred in relation to matters as to which they have been determined to have been derelict in the performance of their duty as such Board member.
SECTION 2. DETERMINATION
For the purpose of this Article, any such Board member shall conclusively be deemed not to have been derelict in performance of his/her duty as such if a majority or a quorum of the Board of Directors comprising those Board members who are not involved in the action, suit or proceeding, or if there be no such quorum, an ad hoc Committee of disinterested persons (excluding therefrom any Board member) selected as hereinafter provided, shall determine:
(a) That such Board member was not and has not been adjudicated to have been negligent or guilty of misconduct in the performance of their duty to this Council, and,
(b) That such Board member acted in good faith in what they reasonably believed to be the best interest of such Council; and
(c) That, in any matter the subject of a criminal action, suit, or proceeding, such Board member had no reasonable cause to believe that their conduct was unlawful.
For the purposes of this Section 2 of this Article XI, the word "adjudicated" shall mean and include only final judicial determination entered in a court of record, which determination shall have required the finding by the trier of fact as an ultimate of fact, that such Board member was negligent or guilty of a misconduct in the performance of their duty to the Council, or which determination shall have been based upon a plea of "guilty" in a case where an essential element of the charge against the defendant was their negligence or misconduct in the performance of their duty to the Council.
For the purpose of this Article XI, the committee of disinterested persons shall be selected by majority vote of the disinterested Board members or if there be only one disinterested Board member, by that Board member or if there be no disinterested Board member, by the Membership Committee. No less than three (3) persons shall be selected in any case. A person shall be deemed disinterested in a matter if they had no interest therein other than as a Board member of the Council. The Council may pay the fees and expenses of Board member, or other persons, as the case may be, incurred in connection with making a determination as above provided.
SECTION 3. OTHER EMPLOYEES
Each employee, and each retired employee, who is or has been party to a written agreement (excluding agreements to which such employee is only indirectly a party, such as labor union contracts) may be indemnified in the same manner and to the same extent as provided above for a Board member.
SECTION 4. BENEFIT
The rights of indemnification herein provided shall be severable, shall not be exclusive of other rights to which any Board member, employee or retired employee may not or hereafter be entitled, shall continue as to a person who has ceased to be such Board member, employee or retired employee, and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE XII
MISCELLANEOUS
SECTION 1. MAJORITY VOTE RULES
At any duly called meeting of the Board of Directors, Members, or Committees at which a quorum is present, business shall be transacted by a simple majority vote except as specified otherwise in the Code of Regulations. Only voting Members shall be counted for quorum purposes.
SECTION 2. SUSPENSION OF CODE OF REGULATIONS
At any duly called meeting of the Board of Directors, Members, or Committees at which a quorum is present, the Code of Regulations may be temporarily suspended by a two-thirds (2/3) affirmative vote of the voting Members present.
SECTION 3. RECORD BOOK
The Secretary shall keep or cause to be kept a record, which may be included in the book containing the minutes of the proceedings of the Members or Board of Directors, in which shall also be recorded therein the names and addresses of all Members, committee members, Trustees, and Officers, and the Membership category to which each member belongs. There shall also be recorded therein the date upon which each Trustee became such; the date upon which each Officer assumed office; and, upon termination of any trusteeship, office, or membership for any cause, the facts relating thereto, together with the date of termination. Each Trustee, Officer, and Member, upon becoming such, shall forthwith advise the Secretary of their current address and likewise shall promptly report to the Secretary any subsequent changes.
SECTION 4. FISCAL YEAR
The Council's fiscal year shall correspond with the calendar year.
SECTION 5. CODE OF REGULATIONS SUPERSEDE
In case any provision of the Code of Regulations shall be inconsistent with the Articles of Incorporation, the Code of Regulations shall govern.
SECTION 6. INTERPRETATION
The decision of the Board of Directors on any questions involving the interpretation of the Code of Regulations or the Articles of Incorporation shall be final.
ARTICLE XIII
AMENDMENTS TO CODE OF REGULATIONS
The Code of Regulations may be amended or repealed or new Regulations adopted at any meeting of the Members of the Council, semiannual or special, at which a quorum is present, by the vote of two‑thirds (2/3) of the voting Members present or by consent, in writing, of two‑thirds (2/3) of the voting Members; provided that if the Regulations are adopted without a meeting of the Members, the Secretary shall send a copy of the amendment(s) or new Regulations to each Member who would have been entitled to vote thereon and did not participate in the amendment(s)' repeal or adoption; and provided that the Secretary shall mail or email a copy of the proposed amendment(s) to the Membership at least 30 days in advance of any semi‑annual or duly called special meeting of Members at which such amendment(s) is/are to be considered.
The Board of Directors may, on their own or on petition to the Board of Directors from ten (10) voting Members of the organization, initiate amendments to any or all of the Articles comprising this Code of Regulations, which proposed amendments shall be considered appropriate at the semi‑annual or any duly called special meeting held subsequent to the receipt of such petition.
ARTICLE XIV
AMENDMENTS TO ARTICLES OF INCORPORATION
The Articles of Incorporation of the Council may be amended or repealed, or amended Articles of Incorporation adopted, at any meeting of the Members of the Council, semi‑annual or special, or by mail or electronic ballot, by a two‑third (2/3) vote of the voting Members present, or without a meeting by the consent in writing or by electronic ballot of two‑thirds (2/3) of the Members. Such action may be initiated by the Board of Directors or on petition to the Board of Directors from ten (10) voting Members of the organization under the conditions and the procedures set forth in Article XIII above.
BOARD OF DIRECTORS
Jarrod Burks
Robert Cook
Bob Genheimer
Bradley Lepper
Joni Manson
Erica Schneider
Lynn Hanson
Andrew Sawyer
Laura Segna
Alan Tonetti
