Eliminating sex discrimination through research, education and legal activities
(As amended at 11/06/10 Annual Meeting, 12/7/13 Annual Meeting)
Proposed by-laws 2013
Article I. Name
The name of this corporation is Ohio NOW Education and Legal Fund (sometimes referred to as Ohio NOW ELF).
Article II. Purposes
The purposes of Ohio NOW ELF, as stated in its Articles of Incorporation, are as follows:
1. To be operated exclusively for charitable, educational and/or scientific purposes within the meaning of sections 501 (c) (3) and 170 (c) (2) of the United States Internal Revenue Code of 1954 (26U.S.C.) and of any subsequent amendments or revisions thereof.
2. To support legal and legislative action to bring women into full participation in all activities of American life by securing for them their full legal rights under the Constitution, and to collaborate with Ohio NOW, Inc. in achieving these ends.
3. To conduct research, collect, collate, acquire, compile and publish facts, information and statistics concerning facilities, services, privileges, rights and opportunities of all kinds, the use and enjoyment of which is denied, restricted or otherwise conditioned to anyone on the basis of race, color, sex, sexual orientation, gender identity, religion or national origin, age or disabilty, and to combat any such discrimination by legal action.
4. To offer legal referral, either by the corporation’s own officers, employees or members, or by others as requested by it, to persons and groups whose civil rights and liberties are threatened, infringed or violated.
5. To develop corporate/major donor contributions and to seek individual donations through fundraising.
Article III. Board of Trustees
The affairs of Ohio NOW ELF shall be managed by a board of trustees, as follows:
1. The board shall consist of no fewer than five (5) or more than fifteen (15) trustees, to be elected to a two (2) year term by a majority vote at the annual meeting. Vacancies may be filled and new members elected during the year to unexpired terms. There shall be no limit to the number of terms a trustee may serve.
2. At least two weeks prior to the annual meeting, the director shall submit the slate of nominees to the board. Nominees may also be nominated from the floor at the Annual Meeting.
3. Trustees may be removed for four (4) CONSECUTIVE absences without notification to the board by a vote of two-thirds (2/3) of the trustees at a meeting. A trustee whose removal is proposed shall be notified at least twenty (20) days in advance of such meeting and shall be afforded an opportunity to be heard before the vote on removal.
4. All trustees shall be committed to the goals of feminism and equality for all and to have demonstrated that committment through organizational work, activism and public polidy efforts on feminist issues, personal achievements, role modeling and contributions to the community, and/or academic study, research, and teaching, and/or mentoring. There shall be a good faith effort to recruit trustees who are admitted to the Ohio Bar, who have expertise in the area of equity in education, and who bring to the board a wide variety of needed skills, abilities and diversity.
Article IV. Meetings
The board of trustees shall hold an annual meeting at intervals no greater than thirteen (13) months. There shall be at least three (3) additional board meetings per year, any or all of which could be conference calls or by other electronic means, for the purpose of voting on major expenditures for educational or research purposes, to support a precedent-setting lawsuit or to transact other business. Meetings shall be called by the director, who shall give all trustees reasonable notice. Between meetings, the director may get approval for projects and expenditures from members by mail, electronic or telephone communication. All meetings shall be conducted accordin to the most recently revised “Robert’s Rules of Order,” unless Board Policy dictates otherwise.
Article V. Leadership
The members of the board shall elect a director, a secretary, and a treasurer from its membership to a one (1) year term at its annual meeting.
Article VI. Powers and Limitations
1. The board of trustees may take and hold a bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with any other person or corporation, for any of the purposes set forth in Article II herein, any property, real, personal or mixed, or any undivided interest therein, and may convey, sell, or otherwise dispose of such property and may invest such property in such manner as will best promote the purposes of Ohio NOW ELF.
2. No part of the net earnings of Ohio NOW ELF shall inure to the benefit of or be distributable to its trustees or to any other private person, except that Ohio NOW ELF may pay reasonable compensation for services rendered in furtherance of the purposes set forth in Article II herein.
3. Ohio NOW ELF shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemptions under Section 501 (c) (3) of the Internal Revenue Code of 1954, or any subsequent amendment or revision thereof, be reason of attempting to influence legislation, and it shall not participate in or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements in favor of any candidate).
4. Ohio NOW ELF shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income taxes under Section 501 (c) (3) or contribution to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 and any subsequent amendments or revisions thereof.
Article VII. Records
Ohio NOW ELF shall maintain accurate and complete records of its property, funds and activities, including minutes of its meetings and a list of the names and addresses of its trustees. All such records may be inspected for any proper purposes and at any reasonable time by any trustee and by any person designated by the Ohio NOW ELF board of trustees to inspect the records.
Article VIII. Financial Transactions
1. The treasurer shall prepare an annual budget for the board’s approval prior to the beginning of the fiscal year and shall transact the financial affairs of Ohio NOW ELF consistent with the provisions of the budget. No disbursement from discretionary funds exceeding two hundred dollars ($200) shall be made without the consent of the majority of the board of trustees.
2. Ohio NOW ELF shall not make any loan to any trustee.
3. No trustee shall be liable for the obligations of Ohio NOW ELF. Ohio NOW ELF shall be liable for the acts of its trustees within the scope of their authority.
4. The fiscal year of Ohio NOW ELF shall begin on January 1st.
5. The financial transactions of Ohio NOW ELF shall be reviewed annually by a method determined by the board.
Article IX. Policy
All policIES concerning the operation of Ohio NOW ELF, including its activities, procedures and participation in litigation, shall be determined by the board in accordance with the terms of its Articles of Incorporation.
Article X. Dissolution
In the event of the dissolution of Ohio NOW ELF, the board of trustees shall, after paying or making provision for payment of all liabilities of ELF, dispose of all assets of ELF exclusively for the purposes of ELF in such a manner or to such an organization or organizations that are organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954, as the board of trustees shall determine.
Article XI. Amendment
These bylaws may be amended by vote of two-thirds (2/3) of the trustees of Ohio NOW ELF, voting either in person or by proxy on any amendment, providing notice of the proposed amendment has been distributed to all trustees at least twenty (20) days in advance.