Gahanna Cyclone Parents Organization, Inc.
Code of Regulations - Article II
Board of Directors
Directors. All of the authority of the Corporation shall be exercised, and all of the property and assets of the Corporation shall be managed and controlled by the Board of Directors, except as otherwise provided in the articles of incorporation or by Chapter 1702, Ohio Revised Code. The Board of Directors, except as otherwise provided in these Regulations, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any sum of money or for any purpose. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies, or other depositories as the Board of Directors may select.
Number and Election of Directors. The Board of Directors shall consist of such number of voting Directors, not less than three, as shall have been fixed by the Members at the last meeting of the Members called to elect Directors, or if not so fixed, the number shall be three. There shall in addition be two Directors without vote who shall be annually appointed as “Gym Representatives” by Cyclone Gymnastics, Inc. At each annual meeting of the Members of the Corporation successors to the Directors shall be elected. Nominations of Directors shall be made by a Nominating Committee to be appointed by the Directors. The Nominating Committee shall nominate persons for election as members of the Board of Directors. A Director shall continue to hold office until his or her successor is elected and qualified. The following shall serve as Directors and officers until Directors are elected and qualified at the Corporation's initial meeting of Members in 2001- President, Timothy S. Willson, Vice-President/Secretary, Amy Seymour, Treasurer Debra L. Willson, Gym Representatives, Dana Bumbrey, Jennifer Poole.
Vacancies. The office of Director shall become vacant if a Director dies or resigns, which resignation shall become effective immediately or at such other time as said Director resigning may specify. 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. The Director elected to fill a vacancy shall serve until the expiration of the term and until a successor is elected and qualified.
Removal. All of the Directors or any individual Director may be removed from office by the vote of a majority of the Members present at a meeting of Members called for the purpose of removing Directors, if a quorum is present. Such a removal shall create a vacancy or vacancies on the Board.
Compensation. Directors shall not receive any compensation for their services as Directors nor shall they receive compensation from the Corporation in any other capacity.
Amended Bylaw: With the exception
of the Treasurer who shall receive a $50.00 per month
per diem for their services.
Meeting – Business Transacted. The meetings of the Board of Directors shall be held monthly on the first Wednesday of the month or on such other date as the Directors shall appoint. At such meetings reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the Board of Directors. Meetings shall be called to order and presided over by the President. The following procedures shall be adhered to:
Team Itinerary shall be available
minutes shall be taken by the Secretary and minutes
from the last meeting shall be available
shall be a Treasurer's report, a Vice President's
report, and a Gym Representative's report at each
meeting. The Treasurer's report must be approved by
topics/concerns-will be presented by the Directors.
All actions will require a motion. The motion must
be seconded and voted on by the Directors with a majority
required for passage. All motions must be recorded
in the minutes of the Board maintained by the Secretary.
Board of Directors shall annually plan and adopt a
budget specifying the fund raising activities and
the requirements in Member contributions in funds
and services to meet the budgeted activities of the
teams to be supported by the Corporation, and shall
appoint committees and adopt fundraising and contribution
steps to meet that budget.
Special meetings of the Directors may be called at any
time by the President, by the Directors by action at a
meeting or a majority of them acting without meeting or
by any group of Members totaling fifty percent of the
Members of the Corporation.
The Board of Directors may, in addition to the Nominating
Committee, from time to time authorize and appoint such
additional committees with such membership, powers and
duties as may be deemed necessary or advisable in conducting
the business, activities and affairs of the Corporation,
and shall elect the members thereof. Members of all committees
must be Members of the Corporation.