CODE OF REGULATIONS
OF
EDDIE MILLER MEMORIAL FOUNDATION
OF
EDDIE MILLER MEMORIAL FOUNDATION
ARTICLE I
PURPOSE
The Eddie Miller Memorial Foundation (the “Corporation”) is organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue laws.
The Corporation exists in memory of the life of Eddie Miller, and to commemorate how selfless he was, and what a great son, brother, and friend he was to all. The Corporation seeks to raise funds through philanthropic events to create awareness of mental illness, depression and suicide prevention, consistent with the wishes of the family and friends survived by Eddie Miller.
ARTICLE II
MEMBERSHIP OF THE CORPORATION
There shall be no members of the Corporation. The Board of Directors shall, for purposes of any statute or rule of law to Ohio non-profit corporations, act as the members of the Corporation, and shall have all the rights and privileges of members as permitted by the Ohio Non-Profit Corporation Code Chapter 1702, as amended. The procedures and other rules relating to the Board of Directors shall apply to all actions taken by the Board of Directors when acting as the members of the Corporation.
ARTICLE III
NOTICES AND MAILINGS
Section 1. Form. Any notice required to be given by this Code of Regulations of the Corporation (the “Code”), shall be in writing and shall be delivered personally or sent by telegram, telecopy, facsimile, or electronic mail transmission or by United States mail, express mail, or courier service, with postage or fees prepaid. For any notice sent by personal delivery, telegram, telecopy, facsimile, or electronic mail, notice shall be deemed to be given when delivered or transmitted. For any notice sent by United States mail, or courier service, notice shall be deemed to be given when delivered or deposited in the mail or with the courier service. Notice, if sent by United States mail, express mail, courier service, or telegram shall be sent to the address of the person listed in the records of the Corporation. Notice, if sent by telecopy, facsimile, or electronic mail, shall be sent to the number or address of the person listed in the records of the Corporation furnished for such transmissions.
Section 2. Waiver of Notice. Notice of the time and place of any meeting of the Board of Directors may be waived by telegram, telecopy, facsimile or electronic mail transmission, or other writing, either before or after such meeting has been held. The attendance of any Director at a meeting without protesting, prior to or at the commencement of the meeting, shall waive notice or lack of proper notice of that meeting.
ARTICLE IV
DIRECTORS
Section 1. Number. Unless increased by an action of the Board, the Board of Directors of the Corporation shall consist of at least three (3) and no more than seven (7) Directors with the exact number to be determined by resolution of the Board. However, the Corporation, in no case, shall ever have less than three (3) Directors. Initially, the Board of Directors shall be composed of three (3) Directors upon incorporation as defined in the Articles of Incorporation.
Section 2. Qualifications and Role of Directors. The Directors shall have a strong interest in the welfare of the Corporation and in the interests in creating and increasing awareness of mental illness, depression and suicide prevention, consistent with the wishes of the family and friends survived by Eddie Miller. Each Director should be willing and able to attend all meetings, both regular and special, and also willing to accept special assignments and serve on committees.
Section 3. Election and Term. Candidates for Directors shall be nominated by the Board of Directors or a committee thereof. The Board of Directors shall elect Directors to fill the vacancies created by the expiration of the Directors’ terms of Office at the annual meeting of the Board of Directors or, if not held, at the next scheduled regular meeting or a special meeting called for that purpose. Directors shall cumulate their votes when voting to fill more than one vacancy on the Board of Directors resulting from an increase in the number of Directors or the resignation, removal, or death of Directors as soon as is practicable at a regularly scheduled or special meeting of the Board of Directors. The remaining Directors, though less than a majority of the whole authorized number of Directors, may, by a vote of the majority of their number, fill any vacancy in the Board for the unexpired term. Each Director will serve a three (3) year term, which expires in May of the year following the year of their election, and which may be renewed as many times as such Director is elected. Each Director shall hold office until that Director’s term expires, or until his or her successor is elected, or until his or her earlier resignation, removal from office or death. A Director elected to fill a vacancy created by resignation, removal, death or an increase in the number of Directors shall serve until the next annual meeting of the Directors and/or until his or her successor is elected.
Section 4. Meetings. The annual meeting of the Board of Directors shall be held each year in May at a date and time established by the Board at the principal office of the Corporation or, if not held as scheduled, at such time, date, and place as a majority of the Directors may determine. The Board of Directors may, by resolution, provide for regularly scheduled meetings of the Board. Special meetings may be called at any time by the President or by any two (2) Directors.
Section 5. Quorum and Voting. The presence of a simple majority of the total number of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. A vote of a simple majority of the Directors present at a meeting at which a quorum is present shall be required to effectuate action on all matters within the powers of the Board of Directors unless otherwise provided by law or herein. The Directors shall for purposes of this section be deemed present and able to vote at such meeting if a conference telephone or similar communications equipment is used by means of which all persons participating in the meeting can communicate with each other at the same time.
Section 6. Notice. Notice of any meeting of the Board of Directors shall be given in accordance with Article III, Section 1 of this Code. Unless waived, notice of each annual, regular, or special meeting communicating the day, hour and place (but not the purpose) shall be given to each Director by the Secretary of the Corporation not more than sixty (60) days nor less than three (3) days before any such meeting. Notice of any meeting of the Board of Directors need not be given to any Director, however, if waived by such Director in writing pursuant to Article III, Section 2 of this Code and such waiver is filed with the Secretary either before or after the holding thereof.
Section 7. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a written consent to such action is signed by all of the Board of Directors and is filed with the minutes of the proceedings of the Board of Directors. Such a written consent may be signed by facsimile, photocopied or electronic signatures which shall be construed as originals, and on separate but identical documents which shall be construed as one original.
Section 8. Committees. The Board of Directors may create a committee or committees as the Directors may determine. At least one (1) Director shall be a member of each committee. A simple majority of the members of any such committee shall constitute a quorum, and the act of a simple majority of the votes casts at a meeting at which a quorum is present shall be the act of the committee. In every instance, however, the final action on all committee business shall be in the nature only of recommendations of the Board of Directors.
Section 9. Other Advisory Councils. The Board of Directors may, at its discretion, also consider recommendations of associations, supporting organizations, or advisory councils which are not part of the Board of Directors.
Section 10. Removal/ Resignation of Directors. Any Director may be removed, with or without cause, at any time by the majority vote of the Board of Directors excluding the person whose removal is under consideration. Any Director may resign by tendering a written resignation to the Board of Directors. The resignation shall be effective upon receipt of the writing by the Board of Directors or at any later date specified therein, and the resignation shall require no further action to be effective. Vacancies on the Board of Directors shall be filled in accordance with Article IV, Section 3 of this Code of Regulations.
Section 11. Powers of Directors. The Authority of the Corporations shall be exercised by the Directors of the Corporation or shall be exercised under their direction in accordance with the law. Subject to the provisions of Ohio law in general, the Ohio Non-profit Corporation Law, the Articles of Incorporation, and the Code of Regulations of the Corporation, the Board of Directors shall do and perform every act and thing whatsoever which it shall deem necessary, expedient or advisable to carry out the purposes of the Corporation.
Section 12. Honorary Directors. Any individual, whether an emeritus Director or not, who has provided extraordinary service to the Corporation, or is a surviving member of the family of Eddie Miller, may be honored with the title “Honorary Director”, at the discretion of the Board, by a majority vote of the Board. Honorary Directors are non-voting members of the Board and are permitted, but not required to attend meetings. Honorary Directors serve a term of three (3) years and which expires in May of the third year following the year of their election, and which may be renewed as many times as such Honorary Director is elected. An Honorary Director may be removed or resign from this position at any time consistent with Article IV, Section 10 of this Code.
ARTICLE V
OFFICERS
Section 1. Number, Title and Election. The officers of the Corporation shall consist of a President, Secretary and Treasurer, and may include such additional officers and assistant officers as the Board of Directors shall deem advisable, each of whom shall be elected by the Board at the annual meeting of the Board or any meeting called wholly or in part for the purposes thereof. Officers shall hold office for a term of one year, or until their successors are elected and qualified, except in the event of their earlier death, resignation, or removal. An officer’s term may be renewed as many times as such officer is elected. The officers may be, but are not require to be, members of the Board of Directors of the Corporation.
Section 2. Vacancies. A vacancy in any office because of death, resignation or removal of an officer shall be filled by the Board of Directors for the unexpired term of such office.
Section 3. Resignation or Removal of Officers. An officer of the Corporation may resign at any time by tendering his or her resignation in writing to the Board of Directors and such resignation shall become effective immediately upon delivery to the Board. An officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. The election or appointment or an officer for a term of office shall not be deemed to create contract rights.
Section 4. President. The President shall preside at all meetings of the Board and shall direct the operations and oversee the administration of the Corporation in all its activities in conformance with and subject to the policies and goals established by the Board of Directors of the Corporation.
Section 5. Secretary. The Secretary shall be responsible for providing notice of meetings to the Board of Directors where notice is required and shall keep a record of the proceeding of the Board of Directors, and shall perform other duties as may be required by the Board of Directors or the President.
Section 6. Treasurer. The Treasurer shall act as the fiscal officer of the Corporation and shall have custody of the cash, securities, and other assets of the Corporation. The Treasurer shall receive contributions, bequests, revenues, and other assets to which the Corporation is entitled and disburse funds as directed by the Board of Directors, maintaining appropriate records thereof. The Treasurer shall maintain appropriate books of account and supporting records and shall prepare and file all returns and related reports required by federal and state statutes and regulations and by the Board of Directors. In addition, the Treasurer shall perform other duties as may be required by the Board of Directors or the President.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the extent permitted by Ohio law, the Corporation shall indemnify any present or former Director, Honorary Director officer, committee member, or employee against expenses (including attorney’s fees), judgments, decrees, fines, penalties, amounts paid in settlement, and other liabilities in connection with the defense of any pending or threatened action, suit, or proceeding whether criminal, civil, administrative, or investigative, to which such person is or could reasonably expect to be made a party, provided:
- that such person was not guilty of willful or wanton misconduct in the performance of their duty to the Corporation;
- that such person acted in good faith in what they reasonably believed to be the best interest of the Corporation; and
- that in any matter the subject of a criminal action, suit, or proceedings, such person had no reasonable cause to believe that their conduct was unlawful.
- by a majority vote of a quorum of the Board of Directors consisting of said Directors who are not or were not parties to or threatened with such action, suit, or proceeding; or
- if such a quorum is not available, or even obtainable, if a majority of such quorum of disinterested Directors so directs, by a written opinion of independent legal counsel to whom the matter may be referred by a majority of Directors. Any independent counsel or a firm associated with the attorney shall not have performed services for the Corporation or any person to be indemnified within the past five (5) years.
To the extent that any such person has been successful on the merits, on a procedural basis or otherwise, with respect to any such action, suit, or proceeding, or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including reasonable attorney’s fees, incurred in connection therewith regardless of the determination specified in the above paragraph of this Article.
The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person eligible for indemnification may be or may become entitled as a matter of law, or pursuant to the Articles of Incorporation, the Code of Regulations, agreements, insurance coverage, or otherwise. The indemnification provided by this Article shall continue as to a person who has ceased to be a Director, Honorary Director, officer, committee member, or employee and shall inure to the benefit of the heirs, executors, and administrators of such persons.
Irrespective of the provisions of this Article, the Board of Directors at any time or from time to time, may approve the indemnification of Directors, Honorary Directors and officers or other persons to the full extent permitted by the provisions of the Ohio Non-Profit Corporation law at the time in effect, whether on account of past or future transactions in relation to the Corporation.
The extension of rights of indemnification hereunder by liberalization of any existing law or the State of Ohio shall not be construed as limiting any right of indemnification of any Director, Honorary Director, or officer which has accrued under an existing law. It is the intention of this provision that any liberalization of the law of the State of Ohio shall inure to the benefit of the Directors, Honorary Directors and officers entitled to indemnification. No change in law of Ohio decreasing the right of indemnification shall be deemed to derogate from or decrease any right of indemnification which shall have accrued or vested prior to the change in such law.
If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effect of the remaining provisions of this Article shall not be affected.
ARTICLE VII
CONTRACTS BETWEEN CORPORATION AND RELATED PERSONS
To the greatest extend allowed by Ohio law, any contract or other transaction between this Corporation and one or more of its Directors, or between this Corporation and any entity of which one or more of this Corporation’s Directors are interested shall be valid for all purposes, notwithstanding the presence of such Director at the meeting at which the Board of Directors of the Corporation acts upon, or in reference to, such contract or transaction, and notwithstanding the participation of the Director in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, and the Board of Directors nevertheless authorizes, approves or ratifies such contract or transaction by a vote of the majority of the Directors present. Unless Ohio law otherwise prohibits or permits, the interested Director may be counted in whether quorum was present, but may not be counted in voting upon the matter or in calculating the majority of such quorum to carry such a vote. This Article VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
ARTICLE VIII
BOOK AND RECORDS
The Corporation shall keep correct and complete books, records, and minutes of the Board of Directors’ meetings. The Secretary of the Corporation shall keep an accurate list of the names and addresses of the Board of Directors.
ARTICLE IX
AMENDMENTS
The Code of Regulations shall be amended or amended and restated by a majority of the Board of Directors.