Council By-Laws

SPRINGFIELD TOWNSHIP ARTS AND ENRICHMENT COUNCIL

“ArtsConnectTM”

CODE OF REGULATIONS (aka Bylaws)

ARTICLE I

Statutory Authority

The Springfield Township Arts and Enrichment Council dba ArtsConnectTM (“Council”) is organized exclusively for non-profit purposes and will operate at all times in the manner contemplated by Section 1702 et seq of the Ohio Revised Code.  This Code of Regulations (sometimes referred to as “Regulations” and aka Bylaws) shall be the governing document for all operations of Council, which may exercise all powers granted pursuant to statute and this Code of Regulations.

ARTICLE II


Purpose

Council is a non-profit community organization supporting arts, recreation, and enrichment opportunities in Springfield Township (Township”). The mission of the Council is to create an engaged and vibrant community through the arts and events. Council shall have the authority to do all things lawful to accomplish its purpose and conduct its activities as described in this Article.

ARTICLE III

Permitted Activities

Council is authorized, through its own personnel and volunteers or by contracted entities and persons, to further its purposes by activities such as, but not limited to, the following:

  • Fostering a growing arts presence in the township through exposure to various forms of visual, applied, and performing art experiences
  • Conducting community events, often through partnerships, to generate community participation
  • Conducting seminars, classes, camps, and retreats for people of all ages to enhance knowledge and encourage creative experimentation and personal growth
  • Implementing beautification through organized legacy programs to enhance the Township’s neighborhoods, parks, and community gateways
  • Exploring the opportunities and feasibility of a community arts and enrichment center or other arts or recreation facilities
  • Fund-raising, design, and construction oversight for a community arts and enrichment center or other arts or recreation facilities if such facilities are determined to be feasible.

ARTICLE IV

General Powers

Council is authorized to do all acts necessary to perform and accomplish the purposes set forth herein and to provide the resources necessary to support its purpose, within the limits and procedures set forth herein including, but not limited to the following:

  1. Apply for relevant grant, financial awards, sponsorships, contributions and/or gifts from foundations, corporations, businesses, benevolent organizations and/or individuals;
  2. Organize and conduct various fundraising events and activities;
  3. Incur debts, liabilities and obligations, but no debt, liability or obligation of Council is the debt, liability or obligation of the Township;
  4. Acquire, hold or dispose of real and personal property;
  5. Employ agents and employees for Council;
  6. Contract with others in any capacity for the provision of services or products to Council;
  7. Seek volunteer community participation to help organize and conduct various events and activities; and
  8. Award contracts without the necessity of competitive bidding to any person to provide activities and services to fulfill the purposes of the Council.

 

ARTICLE V

Administration

The day-to-day management and administration of the Council shall be provided by the Executive Director and any employees of the Council according to the written job descriptions provided for each and approved by the Board of Directors.  Until such time, if any, as the Council hires its own personnel to be the
Executive Director as outlined in this Article, the Executive Director shall be an employee of the Township, appointed by the Township to serve the Council in this capacity according to the terms of an agreement between the Township and the Council for such services.  So long as the Executive Director is an appointed Township employee, the Executive Director shall receive no additional compensation from the Council for his/her services to the Council and can only be removed from this position by the Township. 

At any time, by majority vote of the whole authorized number of Directors, the Board may choose to provide the day-to-day management and administration of the Council by an Executive Director or other employees and/or contractors of its own choosing and to compensate said persons as determined by the Board. 

ARTICLE VI

Relationship with Springfield Township

The Township Board of Trustees (“Trustees) sets the goals for overall community growth and direction in Springfield Township, and the Council supports the Trustees in these goals as they relate to arts and enrichment in the community.  Until such time, if any, as the Council can support its activities and achieve its purposes by public donations and grants, the Township has indicated its intention to support the Council with approved staff as needed, use of Township facilities, basic office supplies, and limited funding to the Council.  Projects funded by the Township by monetary and/or in-kind contributions are subject to review by the Trustees and/or the Township Administrator.

ARTICLE VII

Members of the Board of Directors

  1. Powers: 

The Board of Directors of Council shall oversee the management of the activities and affairs of Council.

  1. Number:

The number of the Board of Directors shall be seven (7).

  1. Composition & Qualifications:

The Board of Directors shall be composed of two classes of Directors.  Class I shall be composed of four (4) Directors, each of whom shall be employees of the Township, appointed by the Township to serve on the Board. 

Class II Directors shall be composed of three (3) Directors, each of whom shall be persons committed to the purpose of the Council and selected by the Class I Directors.  The Township may recommend persons for consideration for Class II Directors.

  1. Appointment of Directors:

Class I Directors shall be appointed by the Township and Class II Directors shall be appointed by the majority vote of the Class I Directors.


  1. Term:

Class I and Class II Directors shall serve overlapping two (2) year terms with each other and the Class II Directors shall serve overlapping terms unto themselves. 

Class I Directors shall serve a term beginning on January 1st of even-numbered years.  One Class II Director shall serve a term beginning on January 1st of odd-numbered years and the two other Class II Directors shall serve a term beginning on January 1st of even-numbered years.

In order to ensure that the Class II Director terms overlap in compliance with this section, as amended in 2019, the term of the even-numbered Class II Director currently serving until January 1, 2020 shall be extended to January 1, 2024 and the initial term of the additional even-numbered Class II Director shall be from January 1, 2020 to January 1, 2022.  The term of the odd-numbered Class II Director shall be unchanged and shall be from January 1, 2019 to January 1, 2021.

There shall be no term limits for Class I or Class II Directors.

           

ARTICLE VIII

Termination, Removal and Replacement of Directors

  1. Attendance:

Attendance by Directors at regularly scheduled and special Board meetings is mandatory.  In the event any Director should miss two (2) consecutive meetings, the Executive Director, as may be directed by the Board of Directors, shall notify such Director in writing of such absence and include in such notice a warning that the third (3rd) consecutive absence may result in the removal of the Director by the Board of Directors.  The Board of Directors may remove, by majority vote of the whole authorized number of Directors, a Director who misses three (3) consecutive meetings.

  1. Removal of Director:

A Director may be removed from office by a majority vote of the whole authorized number of Directors, when, in the judgment of the Board of Directors, the best interests of Council would be served thereby.

  1. Resignation of Director:

Resignations from office shall be made in writing to the Chair. 

  1. Filling Director Vacancies:

In case of a vacancy in the Class I Board of Directors caused by death, resignation or otherwise, such vacancy will be filled for the unexpired term by appointment of the Township. 

In case of a vacancy in the Class II Board of Directors, such vacancy may be filled for the unexpired term by a majority vote of the Class I Directors then in office, subject to the qualification requirements outlined in Article VII.

ARTICLE IX

Officers of the Board of Directors

  1. Composition:

The officers shall be Chair, Vice Chair, Secretary, and Treasurer. The Class I Directors shall serve as the officers of Council and shall be designated as appointed by the Township. 

  1. Term & Term Limit:

Each officer shall hold the office for two (2) years or until their successors have been appointed.

No term limits shall be established for officers; however, except as specifically established by this Code, no officer shall hold more than one (1) position simultaneously. 

The initial term of elected officers shall be from January 1, 2017 to January 1, 2020.  Thereafter, the term of all elected officers shall be for two (2) years.

  1. Vacancy:

In the event of a vacancy in the position of any officer, the vacancy shall be filled by appointment by the Township. 

  1. Duties:

The officers of Council shall have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the Board of Directors.

1. Chair:

The Chair is responsible for ensuring that the overall policy and direction of the Council is set and followed.  The Chair shall preside at all meetings of the Board of Directors and shall sign the minutes of said meetings.  The Chair shall have the power to sign and bind Council with respect to any and all contracts and other matters duly authorized by the Board of Directors. The Chair shall sit ex officio on all committees of the Board and shall work with the Executive Director to ensure the proper management and administration of the Council.    

2. Vice Chair:

The Vice Chair shall perform all the duties of the Chair in case of the absence or disability of the Chair.   In case both the Chair and the Vice Chair are absent or unable to perform their duties, a majority of the Directors present shall appoint a Chair pro tempore who shall perform the duties determined by the Board.  The Vice Chair shall attend other meetings as requested by the Chair.

3. Secretary:  The Secretary shall take attendance and, unless otherwise determined by the Chair, record the minutes of all meetings. In the event that the Chair determines that the Secretary shall not record the minutes, the Chair shall designate another person acceptable to the Board to record minutes.  In the event the Secretary or other person designated to record minutes is unavailable, a majority of the Directors present shall determine an alternate person to record the minutes.

4.  Treasurer:

The Treasurer shall receive and safely keep all funds of the Council and disburse the same upon receipt of properly-approved receipts and invoices subject to the prior approval of the Chair and/or the Executive Director in accordance with the annual budget. The Treasurer shall maintain bank records and reconciliations. The Treasurer shall provide a report of the Council’s financials at each meeting, and, in general, perform all duties usually associated with this position including, but not limited to, any required federal, state, and local tax filings.

ARTICLE X

Committees

  1. Committee Types:

The Board of Directors may designate Advisory and Standing Committees to assist the Board in studying, developing, preparing, and/or implementing programs, activities, or projects of the Council.  The Chair shall sit “ex officio” on all committees, but shall have no power to vote.

1. Advisory Committees:

The Board may establish, by majority vote of the whole authorized number of Directors, Advisory Committees to assist the Board with designated projects or activities.  Each Advisory Committee shall include at least three (3) members, one of whom must be a Director of the Board.  Members of the public and/or employees of the Township who are not members of the Board of Directors may be appointed to an Advisory Committee by majority vote of the Directors.  Advisory Committee chairpersons shall be determined by the Chair of the Board of Directors.  Committee members serve at the pleasure of the Board of Directors.

Unless otherwise determined by a majority vote of whole authorized number of Directors, Advisory Committees shall act in an advisory capacity only and shall have no autonomous authority to act in the Board’s stead.

  1. Standing Committees:

The Board of Directors may, by resolution enacted by a majority of the whole authorized number of Directors, designate one or more Standing Committees to assist the Board in studying, developing, preparing, and/or implementing programs, activities, or projects of the Council and to carry out the duties of the Council.  Unless otherwise established by Chair of the Board, the Executive Director or a Director shall serve as the chairperson for all Standing Committees. Standing Committees may consist of multiple members, shall include the Executive Director, and may include as many Directors as the Chair deems advisable.   Members of the public and/or employees of the Township who are not members of the Board of Directors may be appointed to a Standing Committees by majority vote of the Directors.  Standing Committee members serve at the pleasure of the Board of Directors.

Standing Committees shall have authority to act in the Board’s stead in implementing the duties of the Board according to the budgetary and other guidelines established by the Board. 

ARTICLE XI

Meetings of the Board and its Committees

A. Regular and Annual Meetings:

The Annual meeting of the Board shall be scheduled in January of each year, at which time the annual budget and the dates of all Regular Board meetings for that year will be set.

The Board of Directors shall meet a minimum of four (4) times per year at a place and time deemed mutually convenient by the Directors.

Committee Meetings shall be as established by each committee at its first meeting each year at a place and time deemed mutually convenient by the Committee chairperson.

Notice of Board and Committee meetings shall be provided to their respective members in writing, by email, at least five (5) days in advance of such meetings.

B. Special Meetings:

Special meetings of the Board of Directors and of its Committees may be called by their respective chair/chairperson.  Except in circumstances deemed by the Chair/chairperson to require immediate action, a minimum of three (3) days’ notice shall be provided, which may be waived in writing by a majority of the Board of Directors then in office/committee members, either before or after the holding of the meeting.  Notice of special meetings may be provided by email transmission or by telephone.  Actions taken at special meetings shall be limited to items listed/stated in the meeting notice and items which are necessarily related to listed/stated items.

C. Procedure:

The parliamentary authority the Council shall be Robert’s Rules of Order.

D. Voting/Quorum:

Each Director/committee member shall be entitled to one vote upon any matter properly submitted to the Board of Directors/committee for their vote.  At least three (3) Directors in attendance personally shall constitute a quorum. One-half (1/2) of any committee membership shall constitute a quorum for the committee.  The Board of Directors/committee will act by majority of the quorum unless otherwise expressly required by law or these Regulations.

E.            Minutes/Summaries/Reports:

Minutes of all meetings of the Board of Directors, annual, regular and special shall be prepared, approved and adopted by the Board of Directors. 

Summaries of all Standing Committee meetings, regular and special, specifically detailing decisions made/actions taken by the committee on the Council’s behalf, shall be prepared by the chairperson of each Standing Committee and presented to the Board of Directors prior to the next regular meeting of the Board.

Reports of all Advisory Committees regarding matters under consideration and study by such committees shall be prepared by the chairperson of each Advisory Committee when requested by the Chair of the Board of Directors.

Minutes, summaries and reports shall become part of the permanent record of the Board of Directors and shall be kept and maintained by the Executive Director of the Council. 

  1. Open Meetings/Sunshine Notices:

Given the current composition of the Board of Directors and current decisions by the Ohio Supreme Court regarding "public bodies" as that term relates to the Ohio Sunshine Law, Board of Director and committee meetings will be conducted as if they are subject to that law.  Future cases interpreting that law and/or statutory changes thereto or a change in the composition of the Board of Directors may impact this determination and if so, the Council reserves the right to redetermine its status at that time and to amend this Code if such changes do occur. 

Meetings of the Board of Directors and its committees are open to the public; however, public comment is not necessarily permitted except as determined by the Board and/or committee.

Executive sessions may be held for the purposes established by law and shall be preceded by a majority vote of the Board/committee stating the basis for its authority to meet in executive session.  No formal action shall be taken during executive sessions and no minutes or summaries shall be prepared for such sessions.

ARTICLE XII

Records

A. Location:

The records shall be kept at the principle office of the Council. “Records” includes financial statements, accounts payable and receivable, vendor information, tax information, documentation, contracts, agreements, the Code of Regulations, minutes, summaries and reports.

B. Public Records Compliance:

Given the current decisions by the Ohio Supreme Court regarding "public offices" as that term relates to Ohio Public Records law, the Council will retain its documents as if it were subject to that law. Future cases and statutory changes may impact this determination and if so, the Council reserves the right to redetermine its status at that time and to amend this Code if such changes do occur.

ARTICLE XIII

Principle Office

A. Location:

The principle office of the Council shall be:

Springfield Township Administration Complex

9150 Winton Road

Cincinnati, Ohio 45231

The Council may alter its principle office location or have offices at other locations as determined by the Board of Directors from time to time.

ARTICLE XIV

Conflict of Interest

Any Director who has a direct personal interest in any matter before the Board of Directors shall disclose his or her interest prior to the Board of Directors taking action with respect to such matter.  Such disclosure shall become a part of the record of the Board of Directors’ official proceedings and the interested Director shall further refrain from participation in the Board of Directors’ proceedings related to such matter.

ARTICLE XV

Compensation

Directors shall serve without compensation. 

ARTICLE XVI

Fiscal Year

Council shall maintain a fiscal year commencing January 1st of each year through December 31st of each year.

ARTICLE XVII

Indemnification

Council shall indemnify each current or former officer or member of the Board of Directors, the Executive Director from liability for acts or omissions within the course of their service to the Council to the full extent permitted by the Ohio Not-for-Profit Corporation Act.  Council may also choose to indemnify any committee member or employee to the full extent permitted by the laws of Ohio.  The costs associated with such liability coverages shall be paid by Council as an allowable expense. 

ARTICLE XVIII

Dissolution

In the event the Council shall be dissolved for any reason, any remaining assets shall be distributed to Springfield Township. In the event that Springfield Township refuses any asset, that asset shall be distributed in accordance with the statutes of the State of Ohio and must be used exclusively for exempt purposes.

ARTICLE XIX

Amendments

The Code of Regulations may be altered or amended or repealed by the affirmative vote of a majority of the whole authorized number of Directors at any regular meeting or special meeting called for that purpose, provided the substance of such proposed amendment or amendments shall have been stated in a written notice to each Director at least fourteen (14) days prior to such meeting.