Bylaws of YMCA of the Defiance Area

• Name, Charter and Principal Office

The name of the corporation is The Young Men’s Christian Association of the Defiance Area (hereinafter “YMCA”), Ohio Charter Number 5035, incorporated on June 27, 1967,  with its principal office located in Defiance County, Ohio.

• Purpose

The purposes of which the YMCA is formed are as follows:

1. To strengthen the community through its focus on youth development, healthy living, and social responsibility. We welcome all members of the public to join, support, and volunteer at the YMCA.
2. The YMCA is organized exclusively for charitable and educational purposes, including the making of distributions to organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future United States Internal Revenue Law.
3. The YMCA shall conform to all rules and requirements of a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to the nonprofit requirements of the State of Ohio. It shall ensure that its earnings do not inure to the benefit of any private shareholder or individual and shall refrain from participating in political campaigns or partisan politics.
4. To put Christian principles into practice through programs that build healthy spirit, mind, and body for all.

• National Affiliation
  • The YMCA shall be a member association of the National Council of Young Men’s Christian Association of the United States of America (“National Council”) and participate in the national YMCA movement.
  • The YMCA shall adhere to the requirements for membership in the National Council and shall demonstrate its support for the cause and the reputation of the YMCA.
• Members

Section 1. No Voting Members

The YMCA has no voting members, and the Directors of the YMCA shall, for the purposes of any statute or rule of law now and hereafter in effect, be taken to be the members of the YMCA and shall have act on behalf of the members.

Section 2. Who May be Members

The YMCA is committed to a culture of diversity, equity, and inclusion. All persons are welcome to become members of the YMCA; membership is open to all and financial assistance is available for those who cannot afford the full membership fee. The Board of Directors may establish categories, criteria, fees, and requirements for membership.

Section 3. Termination of Membership

As a private membership organization, the YMCA reserves the right to remove members whose behavior does not conform to member requirements, including the YMCA’s core values of caring, honesty, respect, and responsibility.

• The Board of Directors
  • Number

The Board of Directors shall consist of no less than 12 members and no more than 18 members. The number of Directors may be increased or decreased by resolution adopted by a majority of the Board of Directors, but no such decrease shall have the effect of shortening the term of any incumbent Director.

• Qualifications
  1. The members of the Board of Directors shall be individuals who:
     1. Are eighteen (18) years of age or older;
     2. Encouraged to be members of the YMCA;

• Support the purposes of the YMCA as set forth in the Bylaws;

1. Are professionals, community leaders, or volunteers who have manifested a substantial interest in the YMCA and will commit to the development of financial resources for the YMCA through a personal financial contribution or by devoting time and professional skills to the resource development efforts;
2. Are culturally diverse and ethnically representative of the region;
3. Bring competencies to the Board of Directors that assists the YMCA in the pursuit of its stated purposes and mission; such as, but not limited to: Accounting/Financial Management, Fund Raising, Legal Expertise, Business/Organizational Management, Human Resource Management, and Health care.

1. The Chief Executive Officer shall be an employee of the Board and not have voting rights.
2. Election of a member to the Board of Directors shall not be denied to any individual on the basis of race, color, creed, religion, national origin, ancestry, gender, sexual orientation, marital status, age, or handicap.

• Election

The election of the Directors shall take place at the annual meeting of the Board of Directors and if the annual meeting of the Board of Directors is not held or the Directors are not elected thereat, the Directors may be elected at a special meeting called and held for that purpose. Directors shall be elected by the current Board of Directors.

• Terms of Office

Each Director shall be elected for a three (3) year term. A Director whose initial term has expired shall be eligible for re-election. However, no Director shall serve more than two (2) full three (3) year terms in succession. After having served the maximum number of terms, a Director must vacate the position for a minimum of one (1) year before accepting election to an additional term. The term of each Director shall commence upon the Director’s election and shall continue until the Director’s term expires or until a successor has been elected and qualified. Board members may fulfill unexpired terms after terming out. Term of office for Directors shall be fixed so that approximately one-third of the terms expire each year.

• Resignation and Removal

A Director shall indicate his or her intention to resign by submitting such resignation to the Chairperson. The Board of Directors of the YMCA acting by a majority vote of the Directors present at any duly called meeting at which a quorum is present may remove a member of the Board of Directors.

• Vacancies

When a vacancy occurs on the Board of Directors, whether by death, resignation, removal, incapacity, or otherwise, the remaining members of the Board of Directors may fill such vacancy by majority vote at a meeting called for such purpose, and the Director so elected shall serve for the remainder of the term of the Director being replaced.

• Powers and Duties of the Board of Directors

The business and affairs of the YMCA shall be conducted by the Board of Directors, and all powers of the YMCA, except as otherwise provided by these Bylaws or by law, shall be vested in the Board of Directors.

Members of the Board owe a legal fiduciary duty to the YMCA and shall act only in the YMCA’s best interest. The Board shall act as a body; no individual Director may speak or act on behalf of the Board unless authorized to do so by the Board. Board members shall respect the confidentiality of Board deliberations and shall support decisions voted by the Board even when the Board member dissented in the vote. No Board member shall accept, directly or indirectly, compensation for duties performed as a Board member. However, reasonable expenses shall be reimbursed.

• Meetings
  1. Annual Meeting

The annual meeting of the Board of Directors, for the purpose of electing Directors and transacting such other business as may be appropriate, shall be held within 90 days after the close of the fiscal year or upon such other date as the Board of Directors may determine.

1. Regular Meeting

The Board of Directors shall hold regular meetings as determined from time to time by the Board of Directors. The Chairperson of the YMCA may specify a meeting date other than as established by the Board of Directors on appropriate notice designating the alternative time for such meeting. Any regular meeting may be dispensed with by a majority of Directors present and voting, provided that a minimum of four (4) regular meetings, in addition to the annual meeting, shall be held in each fiscal year. Meetings may also be held through any Authorized Communications Equipment and participation by a Director in a meeting through the use of any of those means of communication constitutes presence in person of that director at the meeting for purposes of determining a quorum.

The Board of Directors may go into executive session for discussion of personnel, contract, or other sensitive issues.

1. Place of Meetings

Meetings shall be held at such places the Board of Directors from time to time determines, unless otherwise specified in the notice thereof.

1. Special Meetings

Special meetings of the Board of Directors may be called by the Chairperson and shall be called upon the request of not fewer than two of the Directors. All special meetings shall be held at such place specified in the written notice of the meeting, and only issues identified in such written notice may be acted upon at the special meeting.

1. Action by Written Consent

To the extent permitted by law, any lawful action of the Board of Directors may be taken without a meeting, if written consent to such action is signed by all the Directors and filed with the minutes of the Board of Directors. An electronic mail communication may serve as written consent.

1. Authorized Communications Equipment

Authorized Communications Equipment is equipment that provides a transmission, including by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or Director involved and allows all persons participating in a meeting to contemporaneously communicate with each other.

1. Notice of Meetings

Notice of the time and place of each annual, re-scheduled, regular, or special meeting of the Board of Directors shall be given to each Director, either by mailing the notice first class mail, postage prepaid, to the Director’s address on the records of the YMCA or personally, by telephone, electronic mail, or facsimile not less than five (5) days before such meeting. In extraordinary circumstances, such notice may be given personally or by telephone, electronic mail, or facsimile not less than twenty-four (24) hours before such meeting. The business to be transacted at the meeting need not be specified in the notice except in the case of a special meeting. The notice shall state the means, if any, by which a Director can be present and vote through the use of Authorized Communications Equipment.

1. Quorum

A majority of the Board of Directors (51%) shall constitute a quorum for the transaction of business by the Board of Directors. At any meeting at which a quorum is present, the majority of those present may bind the Board of Directors. For votes involving the transfer of assets, a super majority (67%) of the board must vote in favor.

1. Voting

At any meeting of the Board of Directors at which a quorum is present, each member of the Board of Directors shall have one (1) vote. A Director may not designate a proxy to vote or otherwise exercise the Director’s fiduciary responsibilities to the YMCA.

Electronic Voting

Directors may participate in and act at any meeting of the board or its committees through the use of a telephone conference, virtual meeting platforms, or other similar communications equipment, by means of which all persons participating in the meeting can communicate with each other. Participation by this method shall constitute attendance and presence in person at the meeting of the person(s) so participating.

1. Attendance

Each member of the Board of Directors shall attend not fewer than seventy-five percent (75%) of the meetings of the Board of Directors during each year. Attendance is expected unless prior notice is given.

1. Rule Making Authority

The Board of Directors may, from time to time, establish rules, regulations, and policies in order to carry out the purposes of the YMCA.

• Branches

The Board of Directors may establish or disband operations or branches and may establish policies for their governance so long as they conform to the requirements of the National Committee on Membership Standards. The Board of Directors may authorize the formation of advisory boards to provide advice and assistance to branch staff.

• Officers
  • Election of Officers

At each annual meeting of the YMCA, the Board of Directors shall elect the Officers of the YMCA.

• Removal or Resignation of Officers

The Board of Directors may remove any Officer at any time, with or without cause, by a majority vote. An Officer may resign at any time by giving written notice to the Chair or his designee. Any such resignation shall be effective at the time specified in the notice, or immediately upon receipt if no such time is specified.

• Vacancies

The Board of Directors shall have the power to fill any unexpired terms occurring between annual elections.

• Term of Office

Chairperson, Vice-Chairperson, and Second Vice-Chairperson shall serve at the pleasure of the Board of Directors for a term of one (1) year. Secretary and Treasurer will serve a term for two (2) years. All Officers shall serve until their successors have been elected and qualified.

• Designation of Officers

The Officers of the YMCA shall consist of a Chairperson of the Board, a Vice Chairperson of the Board, a Second Vice-Chairperson, a Secretary of the Board, and a Treasurer of the Board, and such other Officers as the Board of Directors may from time to time determine. No member may hold more than one office simultaneously.

• Chairperson of the Board
  1. Authority and Duties

The Chairperson of the Board shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all Board committees. Subject to the direction of the Board of Directors, the Chairperson shall have the authority to execute contracts, notes, deeds, mortgages, security arrangements, bonds, other obligations, or other papers in the name of the YMCA. In addition, the Chairperson shall perform such other and further duties as may be required by the Board of Directors.

1. Term

No person shall serve as Chairperson of the Board for more than two (2) consecutive years. After having served the maximum number of terms as Chairperson, the person must vacate the position for a minimum of one (1) year before accepting election to an additional term.

• Vice Chairperson of the Board

The Vice Chairperson of the Board shall perform all duties of the Chairperson of the Board in case such person’s absence or disability together with such other and further duties as the Board of Directors may from time to time prescribe. The authority of the Vice Chairperson to execute contracts, deeds, notes, mortgages, security agreements, bonds, other obligations, or other papers in the name of the YMCA shall coordinate with the similar authority of the Chairperson of the Board. The Vice Chairperson will also serve as the Chair of the Annual Support Campaign.

• Second Vice Chairperson of the Board

The Second Vice Chairperson of the board shall perform all duties of the Vice Chairperson or Chairperson of the board in case such person’s absence or disability together with such other and further duties as the Board of Directors may from time to time prescribe.  It is understood that the Second Vice Chairperson of the Board will serve in succession through the Chairs until fulfilling their role as Chairperson and immediate Past Chair.  The Second Vice Chairperson will also serve as a member of the Governance Committee.

• Secretary of the Board

The Secretary of the Board shall serve as Secretary of both the Board of Directors and the YMCA and shall keep all minutes of meetings and records of Board transactions, and shall oversee custody of all papers, records, and reports. The Secretary shall keep a correct list of all members of the Board of Directors of the YMCA showing their correct mailing addresses and shall perform such other and further duties as may from time to time be prescribed by law or by the Board of Directors. The Secretary of the Board may designate a corporate staff person to record and transcribe the Board of Director minutes and must then certify their accuracy.

• Treasurer of the Board

1. The Treasurer, in accordance with the policies prescribed by the Board of Directors, shall (1) oversee custody of the financial records of the YMCA, (2) be responsible for the general supervision and management of all funds and securities of the YMCA, (3) be responsible for the custody of such funds and securities, and (4) perform such other and further duties as the Board of Directors may from time to time prescribe. The Treasurer shall make such financial reports as may be required by the Board of Directors.
2. The Treasurer also shall have general supervision of and responsibility for the establishment and maintenance of a satisfactory accounting system that will properly record and reflect all financial transactions of the YMCA.
3. The Treasurer shall have supervision of such internal fiscal policies as the Board of Directors shall establish as are necessary to assure the protection of the YMCA’s assets.

• Chief Executive Officer

The Board of Directors shall employ a Chief Executive Officer of the YMCA who shall exercise general supervision of all operations and personnel of the YMCA, subject to the direction or approval of the Board of Directors.  The CEO may execute contracts on behalf of the YMCA pursuant to fiscal policies adopted by the Board of Directors.

• Bonds

The Board of Directors of the YMCA may require all principal Officers and administrative Officers to be placed under financial bond of such kinds and in such amounts as may be determined by the Board of Directors to be necessary or advisable to safeguard the financial welfare of the YMCA.

• Committees
  • Appointment and Authority

The Board of Directors, by these Bylaws or by resolution, may provide for committees and task forces of Directors and persons who are not Directors as it may deem desirable for the proper operation of the YMCA and may assign to any such committee and task force such powers and duties as it may determine; provided, however, such committees and task forces shall not be empowered to exercise the powers of the Board of Directors.

• Finance Committee

The Finance Committee shall be comprised of the Treasurer of the Board, not less than two (2) members of the Board of Directors, and any other members as may be appointed by the Board of Directors. The Treasurer of the Board shall preside at meetings of the Finance Committee. It shall be the duty of the Finance Committee to review and oversee annual budgets for the YMCA, to oversee the financial operations of the YMCA, to advise the Board of Directors with respect to the financial operations of the YMCA, and to perform such other and further duties as may from time to time be required by the Board of Directors.

An audit task force shall be a sub-set of the finance committee, or a separate group.

• Executive Committee

The Executive Committee shall be comprised of the Chairperson of the Board, Vice Chairperson of the Board, Second Vice Chairperson of the Board, Secretary of the Board, Treasurer of the Board, immediate past chair, and any other members as may be appointed by the Board of Directors. The Chairperson of the Board shall preside at meetings of the Executive Committee. It shall be the duty of the Executive Committee to act as the Personnel Committee, conduct the Chief Executive Officer’s annual performance review. The committee may make recommendations to the Board regarding the establishment of employee positions and qualifications and salary schedules, propose and recommend to the Board personnel policies and practices, propose and make recommendations to the Board about organization operations and practices and act on the Board of Director’s behalf in an emergency situation. All activities of the Executive Committee must be presented to and ratified by the full membership of the Board at a regular or special meeting.

• Board Governance Committee

The Chair shall appoint Directors to be members of the Board Governance Committee and shall designate a Committee Chair or appoint the Second Vice Chairperson of the Board as Committee Chair. The duties of the Board Governance Committee shall be responsible for ongoing review and recommendations to enhance the quality and future viability of the board of directors, including: board roles/responsibilities, board composition, board knowledge, board effectiveness, board leadership, review/revisions to the bylaws, and any and all other duties outlined in the committee commission.

• Other Committees and Task Forces

Other committees, both standing and special task forces, may be created by the Board of Directors for such tasks as may be deemed necessary. Special committees/task forces shall limit their activities to the accomplishment of the particular tasks for which they were created. The Chairperson of the Board may, with the approval of the Board, appoint persons who are not Directors to serve as regular members of any standing or special committees/task forces. Members of committees who are not Directors may be given full voting privileges on the committee to which they were appointed but shall have no official standing on the Board.

• Indemnification
  • Right to Indemnification and Payment of Expenses

The YMCA shall indemnify and shall pay the expenses of any person described in, and entitled to indemnification or payment of expenses under, the provisions of Chapter 1702 of the Ohio Revised Code as such chapter may be altered or amended from time to time and to the full extent permitted thereby.

• Purchase of Insurance

The YMCA may purchase and maintain insurance, or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a Director, Officer, employee, agent, or volunteer of the YMCA, or is or was serving at the request of the YMCA as a trustee, Director, Officer, employee, agent, or volunteer of another domestic or foreign, nonprofit corporation, or corporation for profit, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him/her in any such capacity, or arising out of his/her status such, whether or not the YMCA would have the power to indemnify him against such liability under this Article VIII. Insurance may be so purchased from or maintained with a person in whom the YMCA has a Financial Interest, provided that the material facts of the interest are known or disclosed to the Board of Directors, and the Board of Directors in good faith authorizes the purchase by the affirmative vote of a majority of disinterested Directors.

• Rights not Exclusive

The indemnification provided in this Article VIII shall not be deemed exclusive of other rights to which those seeking indemnification may be entitled under the Articles of Incorporation of the YMCA, these Bylaws, any agreement, any insurance purchased by the YMCA, a vote of the Board of Directors of the YMCA or otherwise, and shall continue as to a person who has ceased to be a Director, Officer, employee, agent, or volunteer of the YMCA and shall inure to the benefit of heirs, executors, and administrators of such person; provided, however, there shall be no duplicative payments by the YMCA on behalf of any person.

• Donations and Special Funds

The YMCA shall have authority to receive donations from any source in cash or other property acceptable to the Board of Directors, and the Board of Directors may accept donations subject to restrictions as the uses and purposes for which the same may be applied or which limit the time, manner, amount, or other terms of such application, provided that such uses and purposes and terms of applications specified are within the purposes of the YMCA and do not violate the Articles of Incorporation, these Bylaws, or any applicable statute or rule of law. To facilitate the making and administration of restricted donations, the Board of Directors may establish special trusts or funds, donations to which shall be held for specified uses and purposes or other terms of application, provided that such specific uses and purposes and terms of application are within purposes of the YMCA and do not violate the Articles of Incorporation, these Bylaws, or any applicable statute or rule of law. The authority granted to the Board of Directors in this Article IX shall be deemed to be in addition to, and not in limitation of, the authority and powers otherwise granted to each of them.

• Prohibitions
  • Profit from Operations

No Director, Officer, employee, agent, member of a committee, volunteer, or person connected with the YMCA shall receive at any time any of the net earnings or pecuniary profit from the operations of the YMCA, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the YMCA in pursuing any of its purposes as shall be fixed by the Board of Directors and no such persons shall be entitled to share in the distribution of any of the YMCA’s assets upon its dissolution.

• Discrimination

The YMCA will not render or deny services on the basis of race, color, creed, religion, ethnicity, national origin, ancestry, gender, marital status, age, handicap, sexual orientation, or gender identity of the client. The YMCA will not discriminate or otherwise base any matter regarding employment, election to the Board of Directors, or to an office on the basis of gender, age, race, color, creed, ancestry, marital status, national origin, religion, handicap, sexual orientation, or gender identity.

• Conflict of Interest
  • Purpose

The purpose of the conflict of interest policy is to protect the YMCA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the YMCA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

• Definitions
  1. Interested Person. Any Director, Officer, or member of a committee with Board delegated powers, who has a direct or indirect Financial Interest, as defined below, is an Interested Person.
  2. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:
     1. An ownership or investment interest in any entity with which the YMCA has a transaction or arrangement,
     2. A compensation arrangement with the YMCA or with any entity or individual with which the YMCA has a transaction or arrangement, or

• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the YMCA is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A Financial Interest is not necessarily a conflict of interest. Under Article XI, Section 3(b), a person who has a Financial Interest may have a conflict of interest only if the Board of Directors or appropriate committee decides that a conflict of interest exists.

• Procedures
  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.

1. Determining Whether a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exists.

1. Procedures for Addressing the Conflict of Interest
   1. An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. The Chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

• After exercising due diligence, the Board or committee shall determine whether the YMCA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

1. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the YMCA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

• Amendments to Articles and By-Laws
  • Amendment of Articles of Incorporation.

The Board of Directors may amend the YMCA Articles of Incorporation.  Any recommendation must be approved by a majority of the Directors at a meeting at which a quorum is present. Any notification of proposed amendments to the Articles shall be delivered through the U.S. mail or by electronic mail or facsimile to the Directors at least thirty (30) days prior to the scheduled action

• Amendment of Bylaws.

The Board of Directors may amend these Bylaws by vote of 2/3 majority of the Directors meeting at which a quorum is present or by an action by written consent as described above. Any notification of proposed amendments to these Bylaws shall be delivered through the U.S. mail or by electronic mail or facsimile to the Directors at least thirty (30) days prior to the scheduled action.

• Merger, Sale, or Dissolution

Except upon the affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors of the YMCA voting in person at an annual meeting or a special meeting of the Corporation called to consider such action at which a quorum is present, the YMCA shall not: (a) merge with or consolidate into another corporation or entity or permit another corporation or entity to merge with or consolidate into it; (b) sell, transfer, or otherwise dispose of substantially all of its assets; or (c) dissolve. In the event of any dissolution of the YMCA, all of the remaining property and assets shall be applied, so far as feasible, toward carrying out the purposes of the YMCA as stated in its Articles of Incorporation, and none shall be distributed to its Directors, Officers, employees, agents, volunteers, or any other private person. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

• Parliamentary Procedure

Robert’s Rules of Order shall be considered authority and shall govern on all matters involving parliamentary procedure except in cases where the same conflict with these Bylaws or any provisions of law, in which cases these Bylaws and the applicable law shall prevail.

Certification

I hereby certify that the attached is a true and correct copy of the Bylaws of the Young Men’s Christian Association of the Defiance Area.

Revised, amended, and approved on (Date):  ______________________

Signed (Board Secretary): ___________________________

Reviewed/revised on (date):_____________

Reviewed/revised on (date): ____________

Reviewed/revised on (date): ____________