Section 1 - Name: This organization shall be incorporated under the laws of the State of Ohio and shall be known as The Ohio Educational Outreach Foundation, hereinafter referred to as “The Foundation.”

Section 2 - Purpose and Objectives. The Foundation is organized to:

Section 1 - Number of Directors.  The Foundation shall be managed by a Board of Directors consisting of a minimum of five and a maximum of nine Directors. The Board of Directors will hereinafter be referred to as “Directors.”

Section 2 - Election of Directors.  New or replacement Directors may be nominated by any Director and elected by a quorum vote of Directors present at a duly called meeting.

Section 1 - Number of Officers. The officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary. Two or more offices may be held by one person.

Section 2. - Election and Terms of Office. The officers shall be elected by the Directors at an annual meeting. Each officer shall serve a term of one year, or until a qualified successor has been elected.

Section 1 - Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing Directors and officers, approving the annual budget, and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by President..

Section 2 - Special Meetings. Special meetings may be called by the President as necessary to conduct business of the Foundation at other times and places during the year. Additionally, special meetings may also be called based on a written response from a majority of the Directors. A special meeting is not required to be held at a geographic location if the meeting is held by means of electronic communication technology pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, pose questions, and make comments.

Section 3 - Notice. Notice of all meetings shall be provided to all Directors. This notice shall state the place, date, and hour of meeting and, if for a special meeting, the purpose. Such notice shall be made 10 days prior to the meeting and may be made through written notification, email, and fax as appropriate.

Section 4 - Place of the Meeting. Directors may participate in any regular or special meeting by attending in person or conducting the meeting through the use of communication by which all Directors participating may simultaneously hear each other during this meeting. A Director participating in a meeting by this means shall be deemed present in person at the meeting.

Section 5 - Quorum.  A Quorum shall consist of at least fifty percent of the Directors.

Section 1 - Funds. All money received by the Foundation shall be placed in a General Operating Fund. Funds unused from the current year’s budget will be carried over in the operating fund. Notwithstanding the preceding, certain “fund raising” activities may be held for a specific purpose, in which case, those funds may be established in a special account as deemed necessary by the Directors.

Section 2 - Disbursements. Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Directors. For any disbursement above $2500, the Directors will receive an electronic notice of the transaction. Disbursements shall be made by check and signed by Treasurer and one other officer.

Section 3 - Fiscal Year. The fiscal year of the Corporation shall close on 31 December.

Section 4 - Budget. As soon as possible following the election of the Directors and Officers, the Budget Committee shall compile a budget of estimated income and expenses for the coming year and submit to the Directors for approval.

Section 1 - Budget Committee.  The Budget Committee is the only required committee.  This committee shall be chaired by the Vice President and shall include the Treasurer and any additional members as determined necessary by the Vice President.  The committee is responsible for preparation of an annual budget of income and expenses.

Section 2 - Appointment and Authority of Other Committees. The President, by and with approval of the Directors, shall appoint any other committees and committee chairpersons.  Committee appointments shall be at the discretion of the President and, in no event, shall exceed the term of the appointing President.  It shall be the function of those committees to make investigations, conduct studies, make recommendation to the Directors and to carry on such activities as may be delegated to them.

Committees may be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Directors, it is deemed wise to dissolve the committee.

Section 3 - Limitation of Authority.  No action by any Director or committee shall be binding upon or constitute an expression of the policy of the Foundation until it is approved by the Directors.

The current edition of ROBERT’S RULES OF ORDER shall be the final source of authority in all questions of parliamentary procedure when rules are inconsistent with these Bylaws.

The bylaws may be amended or altered at any regular or special meeting by a positive vote of two-thirds of the Directors.  The text of the proposed change shall be distributed to all Directors at least 10 days before the meeting.