Code of Regulations of the
Tecumseh Alumni Association, Inc.
A Non-Profit 501(c)(7) Social Club Entity in the State of Ohio
Rev 4-29-13
Tecumseh Alumni Association, Inc.
A Non-Profit 501(c)(7) Social Club Entity in the State of Ohio
Rev 4-29-13
Mission Statement:
The non-profit mission of the Tecumseh Alumni Association (TAa) is to connect Alumni of the outdoor drama, “Tecumseh!” to each other, and to mutually dedicate any organizational efforts to contribute to the continuing success of the outdoor drama production originally produced in 1973
.
Purpose of the TAa:
The members of TAa believe “Tecumseh!” is vital to the economic, educational and historic, as well as cultural well-being of the greater Ohio area and is an integral part of the lives of its Alumni. Therefore, the purpose the non-profit organization assumes is as a corporate responsibility and allegiance to do what is mortally possible within the confines of state and Federal law and with the blessing of the producers of the outdoor drama, to see the production continue, progress and thrive. Contribution to the outdoor drama, by which this non-profit organization dedicates its mutual commonality of members, may be by volunteer efforts of physical interaction with the drama or by financial contributions directly to the tax-exempt production organization for the purpose of sustaining the educational and historical production, and/or for any other lawful purpose under the state and federal tax code.
ARTICLE I. MEMBERSHIP
SECTION 1.
The Members of this Corporation shall consist of the Board of Trustees. Additionally, the General Membership shall consist of all persons of the Alumni roll as shall evidence on a strictly volunteer basis their former association by prior historical employment as a cast, crew, or staff member, or other direct association as a volunteer or Board member in the operations of the outdoor drama “Tecumseh!” and its originating corporation, The Scioto Society, Inc. Such Membership in TAa shall be evidenced in memorial of such association by the payment of an Annual Membership Fee to the Alumni organization. The rights, privileges, duties, responsibilities, and annual membership fee of the membership shall be determined by the TAa Board of Trustees.
SECTION 2.
Membership in this Corporation, other than the Board of Trustees and Executive Committee, is voluntary and shall be without voting power in the administration of the organization’s business affairs, nor shall any member, including the Board of Trustees and Executive Committee, have any right to any income from, or assets of this Corporation. Voting privileges on Special Specified activities and events will be open to the General Membership as determined by the Board of Trustees.
SECTION 3.
In order to preclude any perceived improprieties or conflict of interest, no currently Employed Personnel nor Independent Contractors of the outdoor drama “Tecumseh!” nor of its parent corporation, The Scioto Society, Inc., may hold a voting position on the Board nor in the Executive Committee while gainfully employed by those organizations, which are intended to benefit from the financial contributions made by this organization. This means of avoiding a Conflict of Interest applies only to the process of business decisions made in the course of the Alumni organization, but such currently employed persons may interact and advise the Board and Executive membership as Advocates in order to broaden the perspective of such business decisions. Such currently employed personnel may be members of the General Membership subject to annual dues and inclusion in the events and activities of this organization. However, neither this organization, nor any event or other business decisions and votes made by this organization, have any connection to The Scioto Society and its Trustees. There are no legal or other jurisdiction obligations to tie or beholden TAa under The Scioto Society,Inc. nor be held liable to The Scioto Society, Inc, nor its entities .
SECTION 4: Rights to Membership in this organization are by commonality of association with the Ohio based outdoor drama, “Tecumseh!” Whether by employment as cast, crew, staff or as a Board of Director from the producing organization, or as a volunteer working with/for the outdoor drama, no factor of race, color, not religion will be of any consideration nor discriminated against within the TAa, Inc. acceptance of Membership Applications.
ARTICLE II. BOARD OF TRUSTEES
SECTION 1.
The affairs of the Corporation shall be managed by the Board of Trustees except as otherwise provided by Federal and State of Ohio legislation, the Articles of Incorporation, or by this Code of Regulations.
SECTION 2.
The Board of Trustees shall consist of not less than five (5) nor more than twenty (20), as may be determined from time to time by the Board of Trustees. The Chair shall designate a Nominating Committee for new memberships to the Board of Trustees at the Annual Executive Meeting. Such nominations may be made by the General Membership and shall be placed before the Board in writing at the within 30 days prior to the Annual Meeting each year.
SECTION 3.
Membership on the Board of Trustees shall be for a period of four (4) years, with one-fourth (1/4) of the membership expiring each year – such 1/4th to be determined by the Trustees on the first occasion of rotation following incorporation. At each annual meeting the remaining three-fourths (3/4) of the continuing members of the Board of Trustees shall elect or re-elect members to fill the vacancies then existing. The election of Trustees shall be a part of the order of business at each September Annual Meeting of the Board of Trustees.
SECTION 4.
Board members are to be locally situated Ohio residents in order to be most available to physically attend the Chillicothe meeting location. A Majority is required to register any vote at such meeting. If a Majority is not in attendance, meeting must be rescheduled to conduct any vote of business. A system of Proxy Vote is available for consideration and acceptance by the Board as detailed in Article III, Section 5. Advocates of the Board are not granted a vote, but may weigh in on the discussion of business and thereby advise or sway such a vote of the Board majority.
SECTION 5.
A vacancy occurring in the Board of Trustees may be filled by the vote of the majority of the remaining Trustees, based upon the recommendation of the Nomination Committee. The newly elected Trustee shall fill the vacancy only for the term remaining for that position. Such vote may be held by Special meeting or by the following Semi-Annual meeting.
SECTION 6.
As situation warrants, the Trustees may be removed from office by a vote of two-thirds (2/3) of the Trustees currently serving. If any Trustee is so removed, a successor of Trustee may be elected at the same meeting in accordance with the provisions of Section 3 above, or by the following Semi-Annual Meeting.
SECTION 7.
Should a Trustee arbitrarily miss three (3) consecutive Board meetings, the Board will consider such absence as a lack of interest in the Corporation, and may feel free to replace the Trustee. A courtesy Letter of Askance for the absent Trustee’s defense and intentions issued by the Chair is considered appropriate before the actual vote of removal from the Board.
SECTION 8.
Leave of Absence Policy: The Board recognizes that there will be occasions when a Trustee will be unable to attend meetings for protracted periods of time. Generally, a Leave of Absence is appropriate when the Trustee knows in advance that he/she will miss at least two consecutive meetings but intends to return to active service within 1 year. A Trustee requesting a Leave of Absence in excess of 1 year or for an indeterminate time should consider a Voluntary Resignation with the possibility of being elected to the Board of Trustees at a later more convenient time. Each application for a Leave of Absence shall be reviewed on a case-by-case basis. Leave may be granted for a period of time not to exceed 1 year. At the end of that time, the Board shall consider whether to grant an extension (not to exceed an additional 6 months) or to request the Trustee resign from the board. Reasons Permissible for LOA, although not to be the sole determinate, for the purpose of granting a Leave of Absence, such absences shall be classified into two categories:
a. Those whose objectives are designed to benefit the corporation (such as a sabbatical)
b. Those of a personal nature (such as an illness, pregnancy, jury duty, military service, employment, or education related).
SECTION 9.
A past member fulfilling their full four year term on the Board of Trustees shall be deemed an Honorary Member of the Board of Trustees but without vote or quorum count, and are welcome to attend the Annual and Semi-Annual meetings at their convenience, but are not subject to receiving an Agenda nor Notice except as a courtesy.
ARTICLE III. OFFICERS
SECTION 1.
The Chair of the Board of Trustees shall preside at all meetings of the Board of Trustees and shall advise and counsel with other officers of the Corporation, and shall do and perform such other duties as may from time to time be assigned by the Board of Trustees. The Chair of the Board of Trustees shall be elected by the Trustees at their Annual meeting, and shall serve a term of two (2) years. He/she shall be an "ex officio" member of all committees.
SECTION 2.
The Vice Chair may be elected for two (2) years by the Trustees at their Annual meeting and shall have such powers, terms and duties as may be assigned by the Board of Trustees, and shall perform duties of the Chair in his/her absence.
SECTION 3.
The Secretary of the Board of Trustees shall oversee the keeping of accurate records of the acts and proceedings of all meetings of the Board of Trustees, and shall oversee the rendering of a copy of such acts and proceedings to the Trustees. The Secretary shall perform all duties incident to the office, and such other duties as may be assigned from time to time by the Chair of the Board of Trustees. The Secretary of the Board of Trustees shall be elected by the Trustees at their Annual meeting, and shall serve a term of two (2) years.
SECTION 4.
The Treasurer shall oversee the custody of the funds and securities of the Corporation and shall do with the same as may be ordered by the Board of Trustees. When necessary or proper, he/she may endorse on behalf of the Corporation for collection, checks, notes and other obligations. He/she shall oversee the depositing of the funds of the Corporation to its credit in such banks and depositories as the Board of Trustees may, from time to time, designate. He/she shall oversee the submission to the annual meeting of the Trustees, a written statement of the financial condition of the Corporation, and whenever required by the Board of Trustees, shall oversee the making and rendering of a statement of accounts, and such other statements as may be required by the Corporation and by the Internal Revenue Service and the Ohio State Attorney General. He/she shall oversee the keeping in books of the Corporation, full and accurate accounts of all monies received and paid by him/her for on account of the Corporation and shall perform such other duties as are proper and/or directed by the Board of Trustees and annually required by the IRS and State Department of Revenue. The Treasurer of the Board of Trustees shall be elected by the Trustees at their annual meeting, and shall serve a term of two (2) years.
ARTICLE IV. COMMITTEES
SECTION 1.
The Corporation may have such committees, standing or otherwise, as may be determined from time to time by the Board of Trustees. Each such Committee shall have and exercise such authorities as may be conferred upon it by the Trustees, unless otherwise limited herein, authorities in the management of the Corporation.
SECTION 2.
The membership of any Committee of the Corporation shall be designated by the Chair of the Board upon consent and approval of a Majority as established in Article IV Section 5 of the Trustees present at any meeting. Any such Committee which may exercise any of the authority of the Board of Trustees in the management of the Corporation shall be composed of at least two (2) Trustees. Non Trustee members may also be designated as Ex Officio Committee Members and perform functions and actions assigned by that Committee but without voting rights as the Board of Trustees carries out oversight of such Committee. Any such committee which may not exercise authority of the Board in the management of the Corporation shall serve at the pleasure of the Trustees.
SECTION 3.
A. EXECUTIVE COMMITTEE
1. Qualifications and Tenure: The Executive Committee shall be composed of the Chair of the Board, Vice Chair, Secretary and Treasurer of this Corporation and one (1) Member At Large appointed by the Board of Trustees. Each member of the Executive Committee shall serve as long as they hold their respective positions.
2. Powers: The Executive Committee, between meetings of the Board of Trustees, shall have and exercise all of the authority of the Board of Trustees and the management of this Corporation except as such authority is limited by statute. Each member of the Executive Committee shall be entitled to one (1) vote.
3. Meetings: Meetings of the Executive Committee may be called by, or at the direction of, the Chair of the Board or any two (2) of the members of the Executive Committee, to be held at such time and place as shall be designated in the notice of the meeting.
4. Notice: Notice of the time and place of any meeting of the Executive Committee shall be given at least three (3) days prior to such meeting and such notice shall be delivered personally, by fax, by United States Postal Service mail delivery, by Internet email, by telegram, by cablegram or by telephone to each member of the Executive Committee at his/her address as shown by the records of this Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope, with postage thereon prepaid. If notice be given by fax, email, telegram or cablegram, such notice shall be deemed to be delivered when the fax completes transmitting; when the email is deemed “Successfully sent” by the sender’s Internet Service Provider; or if by telegram or cablegram, when the transmission is delivered by the transmitting facility. Any member of the Executive Committee may waive notice of any meeting.
The attendance of a member of the Executive Committee at any meeting shall constitute a waiver notice at such meeting except where a member of the Executive Committee attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. The time within which such notice is to be given may shortened, if the person or persons so calling the meeting declares that an emergency exists; in which event the notice may be given by the Secretary of the Corporation or by the person or persons so calling the meeting; all provided, however, that the Executive Committee confirms by its vote, at the meeting, that an emergency does, in fact exist. At such a meeting, no business shall be transacted except that so declared as the emergency.
5. Quorum: A Majority of the voting members of the Executive Committee shall constitute a Quorum for the transaction of business at any meeting of the Executive Committee.
6. Manner of Acting:
a) Formal Action by Executive Committee - The act of a majority of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee.
b) Action by Unanimous Written Consent - Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting with a consent in writing via facsimile transmittal, postal letter or email format setting forth the action so taken, and shall be signed by each member of the Executive Committee entitled to vote. Any such writing shall be filed with, or entered upon the records of this Corporation.
7. Removal: Any member of the Executive Committee may be removed by the Board of Trustees whenever in its judgment the best interest of this Corporation would be served thereby, subject to a two-thirds (2/3) ruling of the Entire Board. And any such member so removed shall be simultaneously removed from his/her office or other capacity as the case may be. Trustees may vote to remove, replacing the position with someone else, after making official notice to the removed member and allowing time for response for defense or valid comment; documenting the event in the Minutes and kept on record for historical reference as future events may require reflection/advice.
8. Vacancies: Any vacancy occurring in the Executive Committee shall be filled by the Board of Trustees. See Article II Section 5 for policy procedure.
9. Compensation and expenses: Members of the Executive Committee shall not receive any salary for their services.
10. Procedure: The Chair of the Board shall preside at the meetings of the Executive Committee. The Executive Committee may adopt its own rules of procedure which shall not be inconsistent with this Code of Regulations.
ARTICLE V. MEETING OF THE TRUSTEES
SECTION 1.
The Annual meeting of the Board of Trustees shall be held on the Second Sunday afternoon in September, unless otherwise voted by the majority. As long as the date is not a legal holiday, and if such date falls on a legal holiday, then will be held on the following Sunday, for the purpose of electing Trustees and Officers of the Board of Trustees, and for the transaction of other business as may be properly brought before the meeting. If the Annual meeting shall not be held on the date designated by this Code of Regulations, a substitute Special Annual meeting may be called in accordance with Article III, Section 3, and a meeting so called may be designated and treated for all purposes as the Annual Meeting.
SECTION 2.
In addition to the Annual meeting, a Semi-Annual meeting will be held in March prior to the beginning of the associated outdoor drama season convening. This Semi-Annual meeting will be primarily for the purpose of Annual reports being issued to the Board of Trustees regarding budget, operations, and to present assignments of committees and plans for the Annual Alumni Reunion. If this Semi-Annual meeting shall not be held on the date designated by this Code of Regulations, a Substitute Semi-Annual meeting may be called in accordance with Article III, Section 3, and a meeting so called shall be designated and treated for all purposes as the Official Meeting.
One additional Official Board meeting will be held in Late June prior to the Annual Reunion date to hear and offer guidance on an update of the Reunion Committee preparations. The Annual Almuni Reunion shall be held every 4th Saturday of July.
SECTION 3.
Special Meetings of the Board of Trustees shall be held at the call of the Chair of the Board of Trustees, any Executive Officer or upon the request of at least five (5) members of said Board. The Chair of the Board, or other person of the Executive Committee calling a Special Meeting of the Board of Trustees upon their cognition or upon Official Written Notice by the five members, shall give notice thereof as soon as the Special Meeting is requested by telephoning or emailing allowing sufficient time for Members to attend. Such a meeting should preferably be held within One Week of that notice.
SECTION 4.
A Notice of the upcoming Regular Semi-Annual or Specially-called meeting along with an Agenda of Issues to be discussed that may result in a vote requiring a Majority shall be mailed or emailed by the Chair of the Board of Trustees at least 14 days prior to each meeting of the Board of Trustees, or by the Officer calling for the Special meeting within 24 hours prior to said Special Meeting. Unless otherwise indicated in the Notice thereof, any and all business may be transacted at a meeting of the Board of Trustees with priority given to those items on the Agenda. Attendance of a Trustee at a meeting shall constitute a waiver of Notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.
SECTION 5.
A Majority of the total number of Trustees shall constitute a Quorum for the transaction of business at any meeting.
5.1 The total number in attendance is determined by those who are physically in attendance available for the Roll Call at the commencement of the meeting.
5.2 Appointment of a proxy for the sake of voting purposes is deemed permissible if such appointment is made in advance and in writing to the Chair, Vice Chair and the Proxy appointed. Such Proxy will constitute two (2) votes in all business affairs, and act as two (2) members for the account of a Majority for matters of a Quorum. All rights of withholding the counted vote of that Trustee electing a Proxy are waived for that specific meeting’s Agenda in the event of tangent votes resulting from an item predetermined for vote on the Agenda issued per Section 4.
SECTION 6.
Except as otherwise provided herein, or by law, the act of the Majority of the members of the Board of Trustees present at a meeting shall be the official act of the Board of Trustees, and of this organization. In the event of business of dismissal of an Executive officer, a vote of two-thirds of the entire Board is required. (Article II Section 6)
SECTION 7.
Any action which may be taken at a meeting of the Board of Trustees, or of a Committee of the Board, may be taken Without a regularly scheduled Meeting if a consent is obtained, setting forth the actions to be taken, by all of the members of the Board of Trustees entitled to a vote with respect to the subject matter thereof, or all of the members of the Committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote of the Board of Trustees, or of such Committee as the case may be, taken at a regularly called and held meeting of the Trustees or of the Committee. Such consent will be documented by an Official Role Call noted in the Minutes.
SECTION 8.
The Board of Trustees shall conduct all meetings of the Board of Trustees in accordance with "Robert's Rules of Order,” or in accordance with such modifications thereof as may from time to time be established by the Trustees.
ARTICLE VI. OTHER INTERESTS OF TRUSTEES OR OFFICERS
SECTION 1.
A Trustee or Officer of this Corporation shall be disqualified by his/her office from dealing or contracting with this Corporation as a vendor, purchaser, employee, or agent for a privatized business with which they hold stock, administrative, or financial consideration for the sole purpose of selling to, selling for, or working for pay with regards to this association. As such, they will instead be given the option of to participate as General Members in this organization, and may act as Advocates for advisory purposes only, without any voting privileges.
SECTION 2.
In the event this organization by legal incorporation and majority vote of the Board of Trustees becomes an entity requiring full time management and necessitates the oversight by salaried employees, nothing herein contained shall preclude or otherwise limit any member of the Board of Trustees from being employed by this Corporation as a salaried employee, or from furnishing services or products to the Corporation, provided, however, that before such member may be employed by the Corporation, or engaged to furnish such services, such employment or engagement shall be approved by regular action by the Board of Trustees, and the Trustee must forfeit their role on the Board. These potential salaried positions are exclusive from any employment by any other entity, associated with this organization or not.
ARTICLE VII. INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS
SECTION 1.
This Corporation shall indemnify each person who is or was a Trustee, Officer, employee or agent of this Corporation against any and all liability and expenses actually and reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with an appeal relating thereto, other than an action by or in the right of this Corporation, in which such person may become involved as a party or otherwise, or is threatened to be made a party or otherwise, by reason of his/her being or having been a Trustee, Officer, employee or agent of this Corporation, or serving of having served, at the request of this Corporation, as a director, trustee, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any past or future action taken or not taken in the capacity as such Trustee, Officer, employee or agent, whether or not he/she continues to be such at the time such liability or expense is incurred, provided such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of this Corporation and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. As used in this Section, the terms, "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements, court costs, judgments, fines, penalties and amounts paid in settlement by a Trustee, Officer, employee or agent, other than amounts paid to this Corporation itself. The termination of any claim, suit, action or proceeding, civil or criminal, by judgment, settlement, whether with or without court approval, or conviction, or upon a plea of guilty or of ‘nolo contendere’, or its equivalent, shall not create a presumption that the Trustee, Officer, employee or agent did not meet the standards of conduct set forth in this Section.
SECTION 2.
This Corporation shall indemnify any Trustee, Officer, employee or agent of this Corporation who may become involved as a party or otherwise, or is threatened to be made a party or otherwise, to any threatened, pending or completed action or suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Trustee, officer, employee or agent of this Corporation, or is or was serving, at the request of this Corporation, as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including council fees and disbursements, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, including any appeal, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of this Corporation. Provided, however, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged, by the express terms of a judgment rendered on the final determination of the merits in such action, to be liable for negligence or misconduct in the performance of his or her duty to this Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
SECTION 3.
Any such Trustee, officer, employee or agent who has been wholly successful on the merits or otherwise with respect to any claim, action, suit or proceeding of the character described in Sections 1 and 2 above shall be entitled to indemnification as provided in said sections. Except as provided in the preceding sentence, and unless otherwise ordered by the court, any indemnification provided in Sections 1 and 2 above shall be made by this Corporation in the specific case only (a) if the Board of Trustees, acting by a majority vote of a quorum constituted of Trustees who are not parties to, or who have been wholly successful in respect to, such claim, action, suit or proceeding shall find that the Trustee, officer, employee or agent has met the standards of conduct set forth in Section 1 and 2 above, or (b) if such a quorum is not established or if a majority vote of a quorum of disinterested Trustees so directs, independent legal counsel shall deliver to this Corporation written advise that such Trustee, officer, employee or agent has met such standards, or (c) if a majority of the voting shareholders of this Corporation determines that such Trustee, officer, employee or agent has met such standards.
SECTION 4.
Expenses incurred in defending any civil or criminal action, suit or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case, upon receipt by this Corporation of an undertaking by the Trustee, officer, employee or agent to repay such amounts, unless it shall ultimately be determined that he/she is entitled to be indemnified by this Corporation as authorized in this Article.
SECTION 5.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under this Code of Regulations, the Articles of Incorporation of this Corporation, any agreement, the vote of shareholders or disinterested Trustees or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office and shall continue as to any person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons.
SECTION 6.
This Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of this Corporation against any liability asserted against and incurred by any such person in any such capacity, or arising out of such capacity, whether or not this Corporation would have the power to indemnify any such person against such liability under the other sections of this Article.
ARTICLE VIII. GENERAL
SECTION 1.
This Code of Regulations may be amended or repealed and a new Code of Regulations adopted by the affirmative vote of a majority of the entire Board of Trustees at any annual or special meeting of the Board, provided, however, that notice of the proposed amendment or repeal shall have been included in the notice of the meeting or shall have been otherwise waived as provided by this Code of Regulations.
ARTICLE IX. PLAN OF DISSOLUTION
With the understanding that is an Alumni Association, and therefore, the continuance of membership is self-perpetuating even if the outdoor drama, “Tecumseh!”, and/or its producing organization, The Scioto Society, Ins, or any entity which may assume the role of the producing organization, which are the common denominators for this alumnus organization, cease to exist, it behooves the TAa corporate entity to maintain with all due diligence a Plan of Dissolution of operations in the event of fiscal insolvency and/or cooperation of membership wanes and ceases to sustain operations, and/or volunteer administration fails to maintain adequate leadership, as available in accordance with both state and Federal corporate laws, and to avoid an involuntary dissolution by the state, avoid federal tax liability, and assure that donors’ tax-deductible contributions are honored in their final distribution.
Therefore, in the event of the TAa, Inc. ceasing all corporate activity, the following Plan for Dissolution has been formed and agreed to by the TAa, Inc. Board of Directors:
(1) set out a process for a dissolved corporation to give notice to known claimants and to pay or provide for the payment of known claims if any, (2) to specify the director’s obligation to make provision for claims that, based on the facts known, may arise in the future, (3) clarify the right of the corporation to pursue its claims and collect its assets if any, (4) set out with more specificity the time periods in which claimants must make any claims if any against the dissolved corporation, (5) clarify the limits on a shareholder’s obligation to pay any claims that were not paid by the corporation. The directors do not need to be listed in the certificate, but the corporation is required to identify the internet address of each domain name. The requirement that the dissolution be effective not more than ninety days after the filing of the certificate is clarified. To wit:
Section 1: Provided the provisions of Chapter 1704. of the Revised IRS Tax Code do not prevent the dissolution from being effected,
(A) A resolution of dissolution must be elected and voted upon by the Board of Directors in order that the TAa, Inc. must be dissolved. The resolution will include the following:
1. The date on which the certificate of dissolution is to be filed
2. The conditions or events that caused the resulting filing of dissolution;
3. Authorization for the officers or directors to abandon the proposed dissolution before the filing of the certificate of dissolution;
4. Any additional provision considered necessary with respect to the proposed dissolution and winding up. These provisions include but are not limited to:
i. Federal, State and Local governments – paying all taxes and fees that may be due: Upon a vote by the Board of Directors to cease all operations of the TAa, Inc, a final IRS Form 990 return will be filed to notify the IRS, State and Federal government administrators of the decision to dissolve and cease operations. Any unpaid taxes and fees will be paid first by any balance of the bank account under the management of the organization.
ii. Granting and contracting agencies – completing the work and handling funds – If any agency has been retained for work, supply, or other services by the nonprofit organization, they will be compensated in full for all work that has been completed by the balance of funds within the organizations bank account, and any unpaid balance by the equally distributed financial responsibility of individual members of Board of Directors until paid in full. Any contracted work undone will be cancelled under the Plan of Dissolution and the Board of Directors, the Incorporated entity and any potential merging entity will be held harmless and without responsibility to continue the work or contract and therefore held without contractural liability to pay for such uncompleted work.
iii. Donors - honoring their intentions- Any donations made to the TAa, Inc are to be distributed as designated by the individual donors prior to any action of dissolution, any taxes paid or fees due.
This is the priority of the purpose by the incorporated nonprofit, and the donors’ intent will be honored first and foremost before the dissolution of the nonprofit entity.
No contributions will be returned to the donors in accordance with the IRS code of tax-exempt donations to a nonprofit organization.
In the event the intended purpose of the donations is no longer attainable or available to accept the donations, the funds will be distributed to a local/state/or federal government entity for some public use in order to maintain the tax-exempt status.
iv. Employees, vendors and contractors – making final payments – as TAa, Inc. has no “employees”, any relationship or contractoral transactions with vendors or contractors will be handled as in Section 2.
v. Members – delivering any final benefits or services they might be entitled to will be settled prior to dissolution by the Board of Directors and/or passed on to any Merging entity for their discretionary enactment with priority given to fulfilling the expectations and intent of the membership.
vi. Community at large – respecting the purposes and benefits which underlie the organization's status as a nonprofit in the first place. Any events or benefit intended for the community at large will be cancelled and responsibly explained, and/or redirected to any subsequent merging organization, as possible.
(B) Merging with the New/Existing Entity– Upon Dissolution of the TAa, Inc., The Scioto Society, Inc., the parent entity, which is originating source of membership for this corporate nonprofit entity, will be given the First Right of Merging:
Including but not limited to the administration, membership, and financial assets, donations or other contributions to the prior TAa, Inc. entity;
This includes the administration and continuance of the Ghost Tree Memorial – maintenance of the documentation, purchase and application of medallions, and housing of the physical memorial;
If the Scioto Society, Inc opts to not merge with the TAa, any like-minded or related organization will be offered the right to merge.
Articles of merger will have to be filed with each state where a merger partner is incorporated.
The IRS will have to be notified about the organization (or organizations) that will no longer be operating, and about the changes for the organization that will maintain the merged activities. (This notice is usually provided using IRS Form 990, the annual information return most nonprofits file each year.)
(C) In the event the original entity “TAa, Inc.” is revived without merging with an existing like minded or related organization, a new application for tax exempt status will be required.
(D) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth all of the following:
1. The name of the corporation;
2. A statement that a resolution of dissolution has been adopted;
3. A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption;
4. The place in this state where its principal office is or is to be located;
5. The internet address of each domain name held or maintained by or on behalf of the corporation;
6. The name and address of its statutory agent;
7. The date of dissolution, if other than the filing date. The date of dissolution shall not be more than ninety days after the filing of the certificate of dissolution.
(E) When the resolution of dissolution is adopted by the incorporators, the certificate shall be signed by not less than a majority of them. In all other cases, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the date upon which such certificate is to be filed. In that latter event, the certificate of dissolution may be signed by any three shareholders or, if there are less than three shareholders, all of the shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so.
(F) Except as otherwise provided in division (I) of this section, a certificate of dissolution, filed with the secretary of state, shall be accompanied by all of the following:
1. An affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the counties, if any, in this state in which the corporation has personal property or a statement that the corporation is of a type required to pay personal property taxes to state authorities only;
2. A certificate or other evidence from the department of taxation showing that the corporation has paid all taxes administered by and required to be paid to the tax commissioner that are or will be due from the corporation on the date of the dissolution or an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement that the corporation is not required to pay or the department of taxation has not assessed any tax for which such a certificate or other evidence is not provided;
3. A certificate or other evidence showing the payment of all personal property taxes accruing up to the date of dissolution or showing that such payment has been adequately guaranteed, or an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement that the corporation is not required to pay or the department of taxation has not assessed any tax for which such a certificate or other evidence is not provided;
4. A receipt, certificate, or other evidence from the Treasurer showing that all contributions due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions;
5. A receipt, certificate, or other evidence from the bureau of workers’ compensation showing that all premiums due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such premium payments.
(G) In lieu of the receipt, certificate, or other evidence described in division (F)(2), (3), (4), or (5) of this section, an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code.
(H) Upon the filing of a certificate of dissolution and such accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved.
The non-profit mission of the Tecumseh Alumni Association (TAa) is to connect Alumni of the outdoor drama, “Tecumseh!” to each other, and to mutually dedicate any organizational efforts to contribute to the continuing success of the outdoor drama production originally produced in 1973
.
Purpose of the TAa:
The members of TAa believe “Tecumseh!” is vital to the economic, educational and historic, as well as cultural well-being of the greater Ohio area and is an integral part of the lives of its Alumni. Therefore, the purpose the non-profit organization assumes is as a corporate responsibility and allegiance to do what is mortally possible within the confines of state and Federal law and with the blessing of the producers of the outdoor drama, to see the production continue, progress and thrive. Contribution to the outdoor drama, by which this non-profit organization dedicates its mutual commonality of members, may be by volunteer efforts of physical interaction with the drama or by financial contributions directly to the tax-exempt production organization for the purpose of sustaining the educational and historical production, and/or for any other lawful purpose under the state and federal tax code.
ARTICLE I. MEMBERSHIP
SECTION 1.
The Members of this Corporation shall consist of the Board of Trustees. Additionally, the General Membership shall consist of all persons of the Alumni roll as shall evidence on a strictly volunteer basis their former association by prior historical employment as a cast, crew, or staff member, or other direct association as a volunteer or Board member in the operations of the outdoor drama “Tecumseh!” and its originating corporation, The Scioto Society, Inc. Such Membership in TAa shall be evidenced in memorial of such association by the payment of an Annual Membership Fee to the Alumni organization. The rights, privileges, duties, responsibilities, and annual membership fee of the membership shall be determined by the TAa Board of Trustees.
SECTION 2.
Membership in this Corporation, other than the Board of Trustees and Executive Committee, is voluntary and shall be without voting power in the administration of the organization’s business affairs, nor shall any member, including the Board of Trustees and Executive Committee, have any right to any income from, or assets of this Corporation. Voting privileges on Special Specified activities and events will be open to the General Membership as determined by the Board of Trustees.
SECTION 3.
In order to preclude any perceived improprieties or conflict of interest, no currently Employed Personnel nor Independent Contractors of the outdoor drama “Tecumseh!” nor of its parent corporation, The Scioto Society, Inc., may hold a voting position on the Board nor in the Executive Committee while gainfully employed by those organizations, which are intended to benefit from the financial contributions made by this organization. This means of avoiding a Conflict of Interest applies only to the process of business decisions made in the course of the Alumni organization, but such currently employed persons may interact and advise the Board and Executive membership as Advocates in order to broaden the perspective of such business decisions. Such currently employed personnel may be members of the General Membership subject to annual dues and inclusion in the events and activities of this organization. However, neither this organization, nor any event or other business decisions and votes made by this organization, have any connection to The Scioto Society and its Trustees. There are no legal or other jurisdiction obligations to tie or beholden TAa under The Scioto Society,Inc. nor be held liable to The Scioto Society, Inc, nor its entities .
SECTION 4: Rights to Membership in this organization are by commonality of association with the Ohio based outdoor drama, “Tecumseh!” Whether by employment as cast, crew, staff or as a Board of Director from the producing organization, or as a volunteer working with/for the outdoor drama, no factor of race, color, not religion will be of any consideration nor discriminated against within the TAa, Inc. acceptance of Membership Applications.
ARTICLE II. BOARD OF TRUSTEES
SECTION 1.
The affairs of the Corporation shall be managed by the Board of Trustees except as otherwise provided by Federal and State of Ohio legislation, the Articles of Incorporation, or by this Code of Regulations.
SECTION 2.
The Board of Trustees shall consist of not less than five (5) nor more than twenty (20), as may be determined from time to time by the Board of Trustees. The Chair shall designate a Nominating Committee for new memberships to the Board of Trustees at the Annual Executive Meeting. Such nominations may be made by the General Membership and shall be placed before the Board in writing at the within 30 days prior to the Annual Meeting each year.
SECTION 3.
Membership on the Board of Trustees shall be for a period of four (4) years, with one-fourth (1/4) of the membership expiring each year – such 1/4th to be determined by the Trustees on the first occasion of rotation following incorporation. At each annual meeting the remaining three-fourths (3/4) of the continuing members of the Board of Trustees shall elect or re-elect members to fill the vacancies then existing. The election of Trustees shall be a part of the order of business at each September Annual Meeting of the Board of Trustees.
SECTION 4.
Board members are to be locally situated Ohio residents in order to be most available to physically attend the Chillicothe meeting location. A Majority is required to register any vote at such meeting. If a Majority is not in attendance, meeting must be rescheduled to conduct any vote of business. A system of Proxy Vote is available for consideration and acceptance by the Board as detailed in Article III, Section 5. Advocates of the Board are not granted a vote, but may weigh in on the discussion of business and thereby advise or sway such a vote of the Board majority.
SECTION 5.
A vacancy occurring in the Board of Trustees may be filled by the vote of the majority of the remaining Trustees, based upon the recommendation of the Nomination Committee. The newly elected Trustee shall fill the vacancy only for the term remaining for that position. Such vote may be held by Special meeting or by the following Semi-Annual meeting.
SECTION 6.
As situation warrants, the Trustees may be removed from office by a vote of two-thirds (2/3) of the Trustees currently serving. If any Trustee is so removed, a successor of Trustee may be elected at the same meeting in accordance with the provisions of Section 3 above, or by the following Semi-Annual Meeting.
SECTION 7.
Should a Trustee arbitrarily miss three (3) consecutive Board meetings, the Board will consider such absence as a lack of interest in the Corporation, and may feel free to replace the Trustee. A courtesy Letter of Askance for the absent Trustee’s defense and intentions issued by the Chair is considered appropriate before the actual vote of removal from the Board.
SECTION 8.
Leave of Absence Policy: The Board recognizes that there will be occasions when a Trustee will be unable to attend meetings for protracted periods of time. Generally, a Leave of Absence is appropriate when the Trustee knows in advance that he/she will miss at least two consecutive meetings but intends to return to active service within 1 year. A Trustee requesting a Leave of Absence in excess of 1 year or for an indeterminate time should consider a Voluntary Resignation with the possibility of being elected to the Board of Trustees at a later more convenient time. Each application for a Leave of Absence shall be reviewed on a case-by-case basis. Leave may be granted for a period of time not to exceed 1 year. At the end of that time, the Board shall consider whether to grant an extension (not to exceed an additional 6 months) or to request the Trustee resign from the board. Reasons Permissible for LOA, although not to be the sole determinate, for the purpose of granting a Leave of Absence, such absences shall be classified into two categories:
a. Those whose objectives are designed to benefit the corporation (such as a sabbatical)
b. Those of a personal nature (such as an illness, pregnancy, jury duty, military service, employment, or education related).
SECTION 9.
A past member fulfilling their full four year term on the Board of Trustees shall be deemed an Honorary Member of the Board of Trustees but without vote or quorum count, and are welcome to attend the Annual and Semi-Annual meetings at their convenience, but are not subject to receiving an Agenda nor Notice except as a courtesy.
ARTICLE III. OFFICERS
SECTION 1.
The Chair of the Board of Trustees shall preside at all meetings of the Board of Trustees and shall advise and counsel with other officers of the Corporation, and shall do and perform such other duties as may from time to time be assigned by the Board of Trustees. The Chair of the Board of Trustees shall be elected by the Trustees at their Annual meeting, and shall serve a term of two (2) years. He/she shall be an "ex officio" member of all committees.
SECTION 2.
The Vice Chair may be elected for two (2) years by the Trustees at their Annual meeting and shall have such powers, terms and duties as may be assigned by the Board of Trustees, and shall perform duties of the Chair in his/her absence.
SECTION 3.
The Secretary of the Board of Trustees shall oversee the keeping of accurate records of the acts and proceedings of all meetings of the Board of Trustees, and shall oversee the rendering of a copy of such acts and proceedings to the Trustees. The Secretary shall perform all duties incident to the office, and such other duties as may be assigned from time to time by the Chair of the Board of Trustees. The Secretary of the Board of Trustees shall be elected by the Trustees at their Annual meeting, and shall serve a term of two (2) years.
SECTION 4.
The Treasurer shall oversee the custody of the funds and securities of the Corporation and shall do with the same as may be ordered by the Board of Trustees. When necessary or proper, he/she may endorse on behalf of the Corporation for collection, checks, notes and other obligations. He/she shall oversee the depositing of the funds of the Corporation to its credit in such banks and depositories as the Board of Trustees may, from time to time, designate. He/she shall oversee the submission to the annual meeting of the Trustees, a written statement of the financial condition of the Corporation, and whenever required by the Board of Trustees, shall oversee the making and rendering of a statement of accounts, and such other statements as may be required by the Corporation and by the Internal Revenue Service and the Ohio State Attorney General. He/she shall oversee the keeping in books of the Corporation, full and accurate accounts of all monies received and paid by him/her for on account of the Corporation and shall perform such other duties as are proper and/or directed by the Board of Trustees and annually required by the IRS and State Department of Revenue. The Treasurer of the Board of Trustees shall be elected by the Trustees at their annual meeting, and shall serve a term of two (2) years.
ARTICLE IV. COMMITTEES
SECTION 1.
The Corporation may have such committees, standing or otherwise, as may be determined from time to time by the Board of Trustees. Each such Committee shall have and exercise such authorities as may be conferred upon it by the Trustees, unless otherwise limited herein, authorities in the management of the Corporation.
SECTION 2.
The membership of any Committee of the Corporation shall be designated by the Chair of the Board upon consent and approval of a Majority as established in Article IV Section 5 of the Trustees present at any meeting. Any such Committee which may exercise any of the authority of the Board of Trustees in the management of the Corporation shall be composed of at least two (2) Trustees. Non Trustee members may also be designated as Ex Officio Committee Members and perform functions and actions assigned by that Committee but without voting rights as the Board of Trustees carries out oversight of such Committee. Any such committee which may not exercise authority of the Board in the management of the Corporation shall serve at the pleasure of the Trustees.
SECTION 3.
A. EXECUTIVE COMMITTEE
1. Qualifications and Tenure: The Executive Committee shall be composed of the Chair of the Board, Vice Chair, Secretary and Treasurer of this Corporation and one (1) Member At Large appointed by the Board of Trustees. Each member of the Executive Committee shall serve as long as they hold their respective positions.
2. Powers: The Executive Committee, between meetings of the Board of Trustees, shall have and exercise all of the authority of the Board of Trustees and the management of this Corporation except as such authority is limited by statute. Each member of the Executive Committee shall be entitled to one (1) vote.
3. Meetings: Meetings of the Executive Committee may be called by, or at the direction of, the Chair of the Board or any two (2) of the members of the Executive Committee, to be held at such time and place as shall be designated in the notice of the meeting.
4. Notice: Notice of the time and place of any meeting of the Executive Committee shall be given at least three (3) days prior to such meeting and such notice shall be delivered personally, by fax, by United States Postal Service mail delivery, by Internet email, by telegram, by cablegram or by telephone to each member of the Executive Committee at his/her address as shown by the records of this Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope, with postage thereon prepaid. If notice be given by fax, email, telegram or cablegram, such notice shall be deemed to be delivered when the fax completes transmitting; when the email is deemed “Successfully sent” by the sender’s Internet Service Provider; or if by telegram or cablegram, when the transmission is delivered by the transmitting facility. Any member of the Executive Committee may waive notice of any meeting.
The attendance of a member of the Executive Committee at any meeting shall constitute a waiver notice at such meeting except where a member of the Executive Committee attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. The time within which such notice is to be given may shortened, if the person or persons so calling the meeting declares that an emergency exists; in which event the notice may be given by the Secretary of the Corporation or by the person or persons so calling the meeting; all provided, however, that the Executive Committee confirms by its vote, at the meeting, that an emergency does, in fact exist. At such a meeting, no business shall be transacted except that so declared as the emergency.
5. Quorum: A Majority of the voting members of the Executive Committee shall constitute a Quorum for the transaction of business at any meeting of the Executive Committee.
6. Manner of Acting:
a) Formal Action by Executive Committee - The act of a majority of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee.
b) Action by Unanimous Written Consent - Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting with a consent in writing via facsimile transmittal, postal letter or email format setting forth the action so taken, and shall be signed by each member of the Executive Committee entitled to vote. Any such writing shall be filed with, or entered upon the records of this Corporation.
7. Removal: Any member of the Executive Committee may be removed by the Board of Trustees whenever in its judgment the best interest of this Corporation would be served thereby, subject to a two-thirds (2/3) ruling of the Entire Board. And any such member so removed shall be simultaneously removed from his/her office or other capacity as the case may be. Trustees may vote to remove, replacing the position with someone else, after making official notice to the removed member and allowing time for response for defense or valid comment; documenting the event in the Minutes and kept on record for historical reference as future events may require reflection/advice.
8. Vacancies: Any vacancy occurring in the Executive Committee shall be filled by the Board of Trustees. See Article II Section 5 for policy procedure.
9. Compensation and expenses: Members of the Executive Committee shall not receive any salary for their services.
10. Procedure: The Chair of the Board shall preside at the meetings of the Executive Committee. The Executive Committee may adopt its own rules of procedure which shall not be inconsistent with this Code of Regulations.
ARTICLE V. MEETING OF THE TRUSTEES
SECTION 1.
The Annual meeting of the Board of Trustees shall be held on the Second Sunday afternoon in September, unless otherwise voted by the majority. As long as the date is not a legal holiday, and if such date falls on a legal holiday, then will be held on the following Sunday, for the purpose of electing Trustees and Officers of the Board of Trustees, and for the transaction of other business as may be properly brought before the meeting. If the Annual meeting shall not be held on the date designated by this Code of Regulations, a substitute Special Annual meeting may be called in accordance with Article III, Section 3, and a meeting so called may be designated and treated for all purposes as the Annual Meeting.
SECTION 2.
In addition to the Annual meeting, a Semi-Annual meeting will be held in March prior to the beginning of the associated outdoor drama season convening. This Semi-Annual meeting will be primarily for the purpose of Annual reports being issued to the Board of Trustees regarding budget, operations, and to present assignments of committees and plans for the Annual Alumni Reunion. If this Semi-Annual meeting shall not be held on the date designated by this Code of Regulations, a Substitute Semi-Annual meeting may be called in accordance with Article III, Section 3, and a meeting so called shall be designated and treated for all purposes as the Official Meeting.
One additional Official Board meeting will be held in Late June prior to the Annual Reunion date to hear and offer guidance on an update of the Reunion Committee preparations. The Annual Almuni Reunion shall be held every 4th Saturday of July.
SECTION 3.
Special Meetings of the Board of Trustees shall be held at the call of the Chair of the Board of Trustees, any Executive Officer or upon the request of at least five (5) members of said Board. The Chair of the Board, or other person of the Executive Committee calling a Special Meeting of the Board of Trustees upon their cognition or upon Official Written Notice by the five members, shall give notice thereof as soon as the Special Meeting is requested by telephoning or emailing allowing sufficient time for Members to attend. Such a meeting should preferably be held within One Week of that notice.
SECTION 4.
A Notice of the upcoming Regular Semi-Annual or Specially-called meeting along with an Agenda of Issues to be discussed that may result in a vote requiring a Majority shall be mailed or emailed by the Chair of the Board of Trustees at least 14 days prior to each meeting of the Board of Trustees, or by the Officer calling for the Special meeting within 24 hours prior to said Special Meeting. Unless otherwise indicated in the Notice thereof, any and all business may be transacted at a meeting of the Board of Trustees with priority given to those items on the Agenda. Attendance of a Trustee at a meeting shall constitute a waiver of Notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.
SECTION 5.
A Majority of the total number of Trustees shall constitute a Quorum for the transaction of business at any meeting.
5.1 The total number in attendance is determined by those who are physically in attendance available for the Roll Call at the commencement of the meeting.
5.2 Appointment of a proxy for the sake of voting purposes is deemed permissible if such appointment is made in advance and in writing to the Chair, Vice Chair and the Proxy appointed. Such Proxy will constitute two (2) votes in all business affairs, and act as two (2) members for the account of a Majority for matters of a Quorum. All rights of withholding the counted vote of that Trustee electing a Proxy are waived for that specific meeting’s Agenda in the event of tangent votes resulting from an item predetermined for vote on the Agenda issued per Section 4.
SECTION 6.
Except as otherwise provided herein, or by law, the act of the Majority of the members of the Board of Trustees present at a meeting shall be the official act of the Board of Trustees, and of this organization. In the event of business of dismissal of an Executive officer, a vote of two-thirds of the entire Board is required. (Article II Section 6)
SECTION 7.
Any action which may be taken at a meeting of the Board of Trustees, or of a Committee of the Board, may be taken Without a regularly scheduled Meeting if a consent is obtained, setting forth the actions to be taken, by all of the members of the Board of Trustees entitled to a vote with respect to the subject matter thereof, or all of the members of the Committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote of the Board of Trustees, or of such Committee as the case may be, taken at a regularly called and held meeting of the Trustees or of the Committee. Such consent will be documented by an Official Role Call noted in the Minutes.
SECTION 8.
The Board of Trustees shall conduct all meetings of the Board of Trustees in accordance with "Robert's Rules of Order,” or in accordance with such modifications thereof as may from time to time be established by the Trustees.
ARTICLE VI. OTHER INTERESTS OF TRUSTEES OR OFFICERS
SECTION 1.
A Trustee or Officer of this Corporation shall be disqualified by his/her office from dealing or contracting with this Corporation as a vendor, purchaser, employee, or agent for a privatized business with which they hold stock, administrative, or financial consideration for the sole purpose of selling to, selling for, or working for pay with regards to this association. As such, they will instead be given the option of to participate as General Members in this organization, and may act as Advocates for advisory purposes only, without any voting privileges.
SECTION 2.
In the event this organization by legal incorporation and majority vote of the Board of Trustees becomes an entity requiring full time management and necessitates the oversight by salaried employees, nothing herein contained shall preclude or otherwise limit any member of the Board of Trustees from being employed by this Corporation as a salaried employee, or from furnishing services or products to the Corporation, provided, however, that before such member may be employed by the Corporation, or engaged to furnish such services, such employment or engagement shall be approved by regular action by the Board of Trustees, and the Trustee must forfeit their role on the Board. These potential salaried positions are exclusive from any employment by any other entity, associated with this organization or not.
ARTICLE VII. INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS
SECTION 1.
This Corporation shall indemnify each person who is or was a Trustee, Officer, employee or agent of this Corporation against any and all liability and expenses actually and reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with an appeal relating thereto, other than an action by or in the right of this Corporation, in which such person may become involved as a party or otherwise, or is threatened to be made a party or otherwise, by reason of his/her being or having been a Trustee, Officer, employee or agent of this Corporation, or serving of having served, at the request of this Corporation, as a director, trustee, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any past or future action taken or not taken in the capacity as such Trustee, Officer, employee or agent, whether or not he/she continues to be such at the time such liability or expense is incurred, provided such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of this Corporation and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. As used in this Section, the terms, "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements, court costs, judgments, fines, penalties and amounts paid in settlement by a Trustee, Officer, employee or agent, other than amounts paid to this Corporation itself. The termination of any claim, suit, action or proceeding, civil or criminal, by judgment, settlement, whether with or without court approval, or conviction, or upon a plea of guilty or of ‘nolo contendere’, or its equivalent, shall not create a presumption that the Trustee, Officer, employee or agent did not meet the standards of conduct set forth in this Section.
SECTION 2.
This Corporation shall indemnify any Trustee, Officer, employee or agent of this Corporation who may become involved as a party or otherwise, or is threatened to be made a party or otherwise, to any threatened, pending or completed action or suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Trustee, officer, employee or agent of this Corporation, or is or was serving, at the request of this Corporation, as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including council fees and disbursements, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, including any appeal, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of this Corporation. Provided, however, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged, by the express terms of a judgment rendered on the final determination of the merits in such action, to be liable for negligence or misconduct in the performance of his or her duty to this Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
SECTION 3.
Any such Trustee, officer, employee or agent who has been wholly successful on the merits or otherwise with respect to any claim, action, suit or proceeding of the character described in Sections 1 and 2 above shall be entitled to indemnification as provided in said sections. Except as provided in the preceding sentence, and unless otherwise ordered by the court, any indemnification provided in Sections 1 and 2 above shall be made by this Corporation in the specific case only (a) if the Board of Trustees, acting by a majority vote of a quorum constituted of Trustees who are not parties to, or who have been wholly successful in respect to, such claim, action, suit or proceeding shall find that the Trustee, officer, employee or agent has met the standards of conduct set forth in Section 1 and 2 above, or (b) if such a quorum is not established or if a majority vote of a quorum of disinterested Trustees so directs, independent legal counsel shall deliver to this Corporation written advise that such Trustee, officer, employee or agent has met such standards, or (c) if a majority of the voting shareholders of this Corporation determines that such Trustee, officer, employee or agent has met such standards.
SECTION 4.
Expenses incurred in defending any civil or criminal action, suit or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case, upon receipt by this Corporation of an undertaking by the Trustee, officer, employee or agent to repay such amounts, unless it shall ultimately be determined that he/she is entitled to be indemnified by this Corporation as authorized in this Article.
SECTION 5.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under this Code of Regulations, the Articles of Incorporation of this Corporation, any agreement, the vote of shareholders or disinterested Trustees or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office and shall continue as to any person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons.
SECTION 6.
This Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of this Corporation against any liability asserted against and incurred by any such person in any such capacity, or arising out of such capacity, whether or not this Corporation would have the power to indemnify any such person against such liability under the other sections of this Article.
ARTICLE VIII. GENERAL
SECTION 1.
This Code of Regulations may be amended or repealed and a new Code of Regulations adopted by the affirmative vote of a majority of the entire Board of Trustees at any annual or special meeting of the Board, provided, however, that notice of the proposed amendment or repeal shall have been included in the notice of the meeting or shall have been otherwise waived as provided by this Code of Regulations.
ARTICLE IX. PLAN OF DISSOLUTION
With the understanding that is an Alumni Association, and therefore, the continuance of membership is self-perpetuating even if the outdoor drama, “Tecumseh!”, and/or its producing organization, The Scioto Society, Ins, or any entity which may assume the role of the producing organization, which are the common denominators for this alumnus organization, cease to exist, it behooves the TAa corporate entity to maintain with all due diligence a Plan of Dissolution of operations in the event of fiscal insolvency and/or cooperation of membership wanes and ceases to sustain operations, and/or volunteer administration fails to maintain adequate leadership, as available in accordance with both state and Federal corporate laws, and to avoid an involuntary dissolution by the state, avoid federal tax liability, and assure that donors’ tax-deductible contributions are honored in their final distribution.
Therefore, in the event of the TAa, Inc. ceasing all corporate activity, the following Plan for Dissolution has been formed and agreed to by the TAa, Inc. Board of Directors:
(1) set out a process for a dissolved corporation to give notice to known claimants and to pay or provide for the payment of known claims if any, (2) to specify the director’s obligation to make provision for claims that, based on the facts known, may arise in the future, (3) clarify the right of the corporation to pursue its claims and collect its assets if any, (4) set out with more specificity the time periods in which claimants must make any claims if any against the dissolved corporation, (5) clarify the limits on a shareholder’s obligation to pay any claims that were not paid by the corporation. The directors do not need to be listed in the certificate, but the corporation is required to identify the internet address of each domain name. The requirement that the dissolution be effective not more than ninety days after the filing of the certificate is clarified. To wit:
Section 1: Provided the provisions of Chapter 1704. of the Revised IRS Tax Code do not prevent the dissolution from being effected,
(A) A resolution of dissolution must be elected and voted upon by the Board of Directors in order that the TAa, Inc. must be dissolved. The resolution will include the following:
1. The date on which the certificate of dissolution is to be filed
2. The conditions or events that caused the resulting filing of dissolution;
3. Authorization for the officers or directors to abandon the proposed dissolution before the filing of the certificate of dissolution;
4. Any additional provision considered necessary with respect to the proposed dissolution and winding up. These provisions include but are not limited to:
i. Federal, State and Local governments – paying all taxes and fees that may be due: Upon a vote by the Board of Directors to cease all operations of the TAa, Inc, a final IRS Form 990 return will be filed to notify the IRS, State and Federal government administrators of the decision to dissolve and cease operations. Any unpaid taxes and fees will be paid first by any balance of the bank account under the management of the organization.
ii. Granting and contracting agencies – completing the work and handling funds – If any agency has been retained for work, supply, or other services by the nonprofit organization, they will be compensated in full for all work that has been completed by the balance of funds within the organizations bank account, and any unpaid balance by the equally distributed financial responsibility of individual members of Board of Directors until paid in full. Any contracted work undone will be cancelled under the Plan of Dissolution and the Board of Directors, the Incorporated entity and any potential merging entity will be held harmless and without responsibility to continue the work or contract and therefore held without contractural liability to pay for such uncompleted work.
iii. Donors - honoring their intentions- Any donations made to the TAa, Inc are to be distributed as designated by the individual donors prior to any action of dissolution, any taxes paid or fees due.
This is the priority of the purpose by the incorporated nonprofit, and the donors’ intent will be honored first and foremost before the dissolution of the nonprofit entity.
No contributions will be returned to the donors in accordance with the IRS code of tax-exempt donations to a nonprofit organization.
In the event the intended purpose of the donations is no longer attainable or available to accept the donations, the funds will be distributed to a local/state/or federal government entity for some public use in order to maintain the tax-exempt status.
iv. Employees, vendors and contractors – making final payments – as TAa, Inc. has no “employees”, any relationship or contractoral transactions with vendors or contractors will be handled as in Section 2.
v. Members – delivering any final benefits or services they might be entitled to will be settled prior to dissolution by the Board of Directors and/or passed on to any Merging entity for their discretionary enactment with priority given to fulfilling the expectations and intent of the membership.
vi. Community at large – respecting the purposes and benefits which underlie the organization's status as a nonprofit in the first place. Any events or benefit intended for the community at large will be cancelled and responsibly explained, and/or redirected to any subsequent merging organization, as possible.
(B) Merging with the New/Existing Entity– Upon Dissolution of the TAa, Inc., The Scioto Society, Inc., the parent entity, which is originating source of membership for this corporate nonprofit entity, will be given the First Right of Merging:
Including but not limited to the administration, membership, and financial assets, donations or other contributions to the prior TAa, Inc. entity;
This includes the administration and continuance of the Ghost Tree Memorial – maintenance of the documentation, purchase and application of medallions, and housing of the physical memorial;
If the Scioto Society, Inc opts to not merge with the TAa, any like-minded or related organization will be offered the right to merge.
Articles of merger will have to be filed with each state where a merger partner is incorporated.
The IRS will have to be notified about the organization (or organizations) that will no longer be operating, and about the changes for the organization that will maintain the merged activities. (This notice is usually provided using IRS Form 990, the annual information return most nonprofits file each year.)
(C) In the event the original entity “TAa, Inc.” is revived without merging with an existing like minded or related organization, a new application for tax exempt status will be required.
(D) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth all of the following:
1. The name of the corporation;
2. A statement that a resolution of dissolution has been adopted;
3. A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption;
4. The place in this state where its principal office is or is to be located;
5. The internet address of each domain name held or maintained by or on behalf of the corporation;
6. The name and address of its statutory agent;
7. The date of dissolution, if other than the filing date. The date of dissolution shall not be more than ninety days after the filing of the certificate of dissolution.
(E) When the resolution of dissolution is adopted by the incorporators, the certificate shall be signed by not less than a majority of them. In all other cases, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the date upon which such certificate is to be filed. In that latter event, the certificate of dissolution may be signed by any three shareholders or, if there are less than three shareholders, all of the shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so.
(F) Except as otherwise provided in division (I) of this section, a certificate of dissolution, filed with the secretary of state, shall be accompanied by all of the following:
1. An affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the counties, if any, in this state in which the corporation has personal property or a statement that the corporation is of a type required to pay personal property taxes to state authorities only;
2. A certificate or other evidence from the department of taxation showing that the corporation has paid all taxes administered by and required to be paid to the tax commissioner that are or will be due from the corporation on the date of the dissolution or an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement that the corporation is not required to pay or the department of taxation has not assessed any tax for which such a certificate or other evidence is not provided;
3. A certificate or other evidence showing the payment of all personal property taxes accruing up to the date of dissolution or showing that such payment has been adequately guaranteed, or an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement that the corporation is not required to pay or the department of taxation has not assessed any tax for which such a certificate or other evidence is not provided;
4. A receipt, certificate, or other evidence from the Treasurer showing that all contributions due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions;
5. A receipt, certificate, or other evidence from the bureau of workers’ compensation showing that all premiums due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such premium payments.
(G) In lieu of the receipt, certificate, or other evidence described in division (F)(2), (3), (4), or (5) of this section, an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code.
(H) Upon the filing of a certificate of dissolution and such accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved.
