THE OHIO COUNCIL ON HOLOCAUST AND GENOCIDE EDUCATION BY-LAWS
(suggested revision March 2015)
I. This Corporation is a not for profit corporation established under Ohio law and recognized as a 501(c)(3) charitable corporation under federal law.
II. The name of this Corporation shall be the Ohio Council for Holocaust and Genocide Education Council.
III. The principal office of the Council shall be located in Cincinnati, Ohio in the Center for Holocaust and Humanity Education, 8401 Montgomery Rd.,Cincinnati, Ohio 45237.
IV. The purpose of the Council shall be to promote education throughout the State of Ohio about the Holocaust and about Genocide. The goal is to educate the public about these destructive tragedies and to prevent them from recurring. To promote education, the Council may use a web page or other social media sites, may put on seminars, may publish or promote publications of studies of events, and may perform any other action that would be within the boundaries of the Council’s charter. To accomplish its purpose, the Council may join in coalition or work with other organizations, both not for profit and for profit.
V. The Council shall have the power to act alone or in conjunction with others to do any lawful acts to affect the charitable purposes for which the Council was organized or to aide or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers may include but shall not be limited to the acceptance of contributions from the private or the public sector, whether financial or in-kind donations.
VI. The Council shall be governed by a Board of Directors in accordance with the Council’s Charter and these By-Laws, as permitted by the laws and rules of Ohio and of the U.S.
A. All corporate powers of the Council shall be exercised by the Board of Directors except as provided by law.
B.The Board of Directors shall consist of individuals with experience and/or interest in Holocaust education, with consideration for geographic and demographic balance and philanthropic interest. The Council shall not discriminate or otherwise base appointment or election to the Board of Directors or as an officer on the base of race, color, national origin ancestry, religion or gender.
C. The number of Board members shall not be less than eight or more than twenty-five.
D. Board members shall be nominated by a member or supporter of the Council and shall be appointed to a four year term- upon a favorable vote of a majority of the members of the Board. The term of a Board member may be renewed by a vote of the majority of the Board.
E. Members of the Board shall serve on at least one standing committee.
F. A Board member who wishes to resign should submit his/her resignation to the president in a timely manner.
G. Any Board member missing two consecutive meetings without reasonable notice shall be asked by the President to resign.
H. Any Board Member may be removed from office at any time, with or without cause by the affirmative vote of seventy-five (75%) percent or more of the remaining board members.
J. No Board member shall receive financial remuneration for services performed for the Board. A Board member may request of the Board and its Treasurer, reimbursement of gasoline expenses -with regard to attending meetings. Board members shall be refunded for expenditures made for purposes of advancing the Council or its activities if the Board member received authorization from the President, the Treasurer, the Executive Director or the majority of the Board before making the expenditure.
A. The members of the Board shall elect a President, a Recording Secretary and a Treasurer. The Board members may appoint other officers it deems necessary to carry out the business of the Council.
B. The Board Officers shall be elected every two years at the Board’s fall meeting. The terms shall be renewable.
C. The President’s duties shall include presiding at board meetings, appointing Committee chairs and conferring with Executive Director to ensure the decisions of the Board members are carried out, the goals of the Council are met and to establish an agenda for meetings.
D. The Secretary shall record minutes of meetings and may initiate or respond to correspondence when the President or Board deems it necessary.
E. The Treasurer shall monitor the budget and finances of the Council and shall have access to all financial records of the Council. The Treasurer shall ensure that all taxes for fiscal year: November 1st – October 31st and other financial documents are filed correctly and in a timely manner. The Treasurer shall keep the Board informed about the financial condition of the Council.
F. The members of the Board by a two-thirds vote may remove an officer at any time with or without cause.
G. Should an officer position become vacant for any reason, a member of the Board may suggest a replacement for that position. The Board members, by majority vote, shall affirm or reject the suggested replacement.
H. The Board Officers may execute contracts or other documents on behalf of the Council if the Board has given permission to the Officers by a majority vote to do so.
VIII. BOARD OF DIRECTORS MEETINGS
A. The Board shall meet a minimum of three times in each calendar year.
B. Meetings shall be held at a place and time convenient to the members of the Board, preferably in central Ohio.
C. A majority of the members of the Board shall constitute a quorum for the transaction of business.
D. Interim business may be conducted remotely including by mail, telephone, email or other electronic means provided that every member has equal access to relevant information and equal opportunity to voice approval or disapproval of the action.
IX. STAFF POSITIONS AND DUTIES
A. The business of the organization may be administered by an Executive Director.
B. The Executive Director, if any, shall also be an ex-officio member of the Board of Directors without vote.
C. The Council’s office shall be located at an address, geographically located near the Executive Director. If there should be no Executive Director, the principal address of the Council shall be located at an address chosen by the President.
D. The Executive Director may be compensated if the Council has the financial ability to do so.
E. The Executive Director shall be chosen by a majority vote of the Board.
X. STANDING COMMITTEES:
XI. A. Education
B. Fund Development
i. Responsible for the organization and running of Council-led workshops and seminars as well as verifying the suitability of non- Council workshops which promote Holocaust and or Genocide education for endorsement by the Council.
ii. May develop other programming such as documentaries to educate about the Holocaust or about Genocide issues.
i. The Committee is charged with investigating and contacting potential individuals, Corporations and Foundations as prospective Donors for raising funds related to financing Council activities. The Executive Director serves ex-officio on this committee
ii. The Treasurer shall record all donations and the Secretary shall send a letter to each donor stating the amount of a tax-exempt donation the donor made to the Council.
i. The purpose of this Committee is to serve as the nominating body for membership on the Board of Directors and to establish guidelines of policy and procedure for nominating and electing members to the organization’s Board.
ii. If the Board by a majority vote determines the Council has need of non Board members to assist on committees, the Membership Committee shall determine the criteria for selecting such individuals and, after the Board members accept the criteria by a majority vote, shall screen individuals who may be appropriate to be nominated for a membership in the Council and appointed to a specific committee.
D. Marketing, Website & Publicity:
Responsible for creating and promoting material for annual workshops and assisting with information and overseeing the Website.
XII. AD-HOC COMMITTEES:
A. Ad-hoc Committees may be appointed by the President of the Board with Board approval and dismissed at the pleasure of same. Ad-hoc Committee members may or may not be Board members.
The Board shall indemnify any Officer or Board member acting on behalf of the Board and acting within the perimeters of the Board’s By-Laws and Charter in any proceeding to which s/he was a party against reasonable expenses incurred in connection with the proceeding. The Board shall keep complete records of its proceedings and financial affairs. The Board shall keep the minutes of all of its meetings and the actions taken by the Board members in those meetings. The Board shall also keep a record of all actions taken outside its formal meetings, including who took the action, what was the result of the action taken and, if there was a vote, the results of the vote. All of its incorporating documents, By-Laws and IRS 1023 form as well as application for charitable status shall be retained forever and shall be open for public inspection.
Records shall no longer be kept if the records are no longer required for the operation of the business of the Council and if their retention is not required by law or rule.
These By-Laws may be amended by a vote of the majority of the members of the Board, providing that no proposed amendment would challenge the 501(c) (3) status of the Council. Any amendment that would change the voting rights of the members of the Board shall only be approved if accepted by two-thirds of all the members of the Board.
I certify that the By-Laws were approved by a two-thirds vote of the members of the Board at the meeting of the Board dated ________, 2015 and constitute a complete record of the By-Laws approved by the Board.