Article I - Name and Purpose
The name of this organization shall be Ohio Women's Bar Foundation ("Foundation").
This Foundation is organized and will be operated exclusively to perform the educational and charitable functions within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).
This purpose shall be carried out by means of public discussion groups, forums, panels, lectures, publications or other similar programs.
There shall be both instruction and training of the individual for improving or developing individual capabilities, and instruction of the public on subjects useful to the individual and beneficial to the community.
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments arid distributions in furtherance of Section 50l(e)(3) purposes. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Not withstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on by (a) a Foundation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by a Foundation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).
The specific educational and charitable purposes for which the Foundation is organized are:
1) To research, analyze, compile, publish and distribute educational materials to enable women attorneys and those interested in encouraging women attorneys to become more proficient in their profession in their profession with the assistance of their local and national woman's bar associations.
2) To assist, conduct or sponsor educational conferences forums seminars for the benefit of members of the Ohio Women's Bar Association (“Association”) and local bar associations.
3) To assist, conduct or sponsor training programs to aid women attorneys newly admitted to practice law by the Supreme Court of Ohio.
4) To study and educate the general public about the number or women attorneys, women judges, and women's bar associations and the barriers which interfere with women's fall participation in the legal process.
5) To provide a clearinghouse for information on current litigation impacting on women in society in order to ensure that each attorney or organization involved in similar litigation is fully aware of relevant litigation strategies by other persons or organizations.
6) To advance opportunities for women attorneys and to improve access to positions of merit and responsibility.
7) To serve as a vehicle for the exchange and dissemination of information and ideas among women's bar associations across the state of Ohio and the nationally.
8) To promote continuing legal education
9) To promote and assist in the organization and growth of local women's bar associations.
10) To annually award academic scholarship(s) to Ohio female law school students. Scholarships shall be awarded pursuant to a process and criteria developed by the Scholarship Committee and approved by the Board.
11) To do all things necessary and proper to accomplish the foregoing purpose.
12) This corporation shall not engage in any act prohibited to a corporation exempt from tax under Section 501(c)(3) and at any time this corporation is a private foundation with the meaning the Section 509(1), it shall distribute its income each taxable year in such time and manner as not to subject to tax under Section 4942 and shall be prohibited from engaging in any act or self-dealing [as defined in Section 4941(d)], from retaining any excess business holding [as defined in Section 4943(c)], from making any `investments in such manner as to subject the Foundation to tax under Section 4944, and from making any taxable expenditures [as defined in Section 4945(d)]. All references to section in these Bylaws are to the Internal Revenue Code of 1954 as amended and to comparable sections of all subsequent Internal Revenue laws.
This Foundation does not have members.
Article III - Officers and Board of Directors
Section 1. Election and Duties
The officers of this organization shall consist of President, Vice-Presidentand Treasurer. All officers shall serve for a period of one (1) year.
The Board of Directors (“Board”) shall consist of a President, Vice-President, Treasurer, Immediate Past-President and Ex-Officio Member. The Board shall serve for a term of one (1) year or until their successors are duly elected and qualified. The Ex-Officio Member shall be the Executive Director of the Foundation, or in the absence of an Executive Director shall be a staff member appointed by the Foundation President. The Ex-Officio Member shall not be a voting member of the Board, and his or her duties shall be delegated by the President, Vice-President or Treasurer.
Nominations for President, Vice-President, and Treasurer, shall be made by the Association’s Nominations Committee. The Association's Nominations Committee shall report its selections to the Association ‘s President and the Foundation’s President no later than thirty (30) days prior to the election to take place at an Association’s Board of Trustees meeting which shall occur prior to the Association’s Annual Meeting. Names of all nominees shall be published and disseminated to the Association’s Board of Trustees no later than fifteen (15) days prior to the election. The names of all properly nominated candidates shall appear on the Official Ballot. The candidate receiving the highest number of votes for each elected position shall be declared to be elected. Elections may be held by any means permitted by law. Tie votes shall be broken by the drawing of lots.
The President shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the organization and of the Board. The President shall appoint the chairperson of all Foundation committees subject to approval of the Board. The President shall designate members of the Board to act as Board Liaison for all committees.
The Vice-President shall preside at the meetings of the organization and of the Board in the absence of the President.
The Vice-President shall keep the records and papers of the organization and shall keep the minutes of all meetings of the organization and of the Board, and has the authority to delegate such duties to another Board member. The Vice-President shall perform such other duties as the Board may assign. In the event of the disability of the President, the Vice-President shall become acting President with all powers of the President. If there is no Vice-President in office in the event of the disability of the President, succession shall proceed as defined in Section 10.
The Treasurer shall collect all donations and shall keep account for the organization. The Treasurer shall have custody of the funds of the organization, and shall be authorized to open a bank account in the name of the organization. The Treasurer shall be required to submit an annual accounting and proposed budget, both of which shall be approved by the Board of Directors and shall be presented in printed form and available to the Association’s Board of Trustees. The Treasurer shall secure a fidelity bond at the expense of the organization, the limits of which shall be fixed by the Board and reviewed as necessary.
The immediate past-President shall assume the responsibilities of Parliamentarian and Archivist. The immediate past-President shall be familiar with Roberts' Rules of Order Newly Revised and shall assist the President in the orderly conduct of all meetings of the organization. The immediate past-President shall collect and maintain all records, publications, and papers of historical significance to the organization.
The Board of Directors shall have a general management of the affairs of the organization, shall set the dues for the organization, and shall make all contracts, or shall authorize all contracts made in the name of the organization or by all officers or any committees of the organization. In the case of absence of any officer, the Board may delegate the powers or duties of any officer to any other officer or any director, except where otherwise provided by the Bylaws.
Section 10. Vacancies
In the event that a vacancy occurs in the office of President, the Vice-President shall automatically succeed to the presidency and serve out the remainder of the term. In the event that the President becomes unable to serve in a year when there is no Vice-President in office, the Board of Directors shall appoint an interim President, selected from the current Board of Directors, to serve the remainder of the term. In the event that a vacancy occurs for any other office, the Board of Directors shall appoint an individual to fill the vacancy, and the appointee to the vacated office will serve for the remainder of the term.
The Board shall have the authority to approve all committee appointments made by the President, the budget of the organization, and all civic, educational and social programs of the organization.
Annually, the President shall appoint a Scholarship Committee Chair who shall convene a Scholarship Committee, which shall establish the criteria for awarding scholarships as described in Article I, Section 9 herein. The Committee shall also develop the process for selecting scholarship recipients. The Committee shall provide the Board with its recommendations. The Board shall have exclusive authority to award scholarships.
Meetings of the Board may be called by the President with fifteen (15) days notice in writing to each Director. The meeting shall be called by the President or the Vice-President in like manner and on like notice, on the written request of a majority of the sitting Board members.
At all meetings of the Board, a majority of the sitting Board members shall be necessary and sufficient to constitute a quorum, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board.
The fiscal year of the organization shall be June 1 through May 31.
The Foundation shall indemnify all officers, employees, and agents of the Foundation to full extent permitted by the General Laws of Ohio, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the executive committee of the Foundation.
Article IV - Amendments
These Bylaws may be amended at any Association Board of Trustees’ meeting, provided that at least seven (7) days notice is mailed to each Association Board member of any proposed amendment.
Any amendment to the Bylaws must be approved by two-thirds (2/3) vote of the Association Board members present at the meeting properly called and constituted.
Article V - Parliamentary Authority
The rules contained in Roberts' Rules of Order Newly Revised shall govern all meetings in all cases in which they are not inconsistent or in conflict with these Bylaws.
Article VI - Dissolution
Upon the dissolution of the Foundation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, i.e. charitable, educational, religious or scientific or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose. of Directors
IN WITNESS WHEREOF, the undersigned pursuant to the unanimously approved resolution of the Directors of the Ohio Women's Bar Foundation, approves the Ohio Women's Bar Foundation Bylaws.
DATED: July 20, 2009
/s/ Lisa House
Lisa House, President
Ohio Women's Bar Foundation
Amended July 14, 2009; June 21, 2010