PUBLICATIONS
Code of Regulations Of Paulding County Hospital Foundation
Article I – Members
Membership, voting rights, the meetings of the membership and the manner, place and procedures for the calling and conducting meetings of the same shall be established by the Paulding County Hospital Foundation Board of Trustees and the Foundation By-Laws.
Article II – Board of Trustees
Section 2.1. General Powers
The affairs, powers and property of the Corporation shall be exercised, controlled, and conducted by the Board of Trustees. A trustee shall perform his/her duties as trustee in good faith, in a manner s/he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances and such standards of performance shall be governed by Section 1702.30 of the Ohio Revised Code.
Section 2.2. Number, Tenure, Qualifications and Meetings
The number, tenure and qualifications of the Trustees, the manner, place and procedure for the election of trustees, the calling and conducting of their meetings as well as rules of governance shall be established by the Board of Trustees and the Foundation By-Laws.
Article III – Officers of the Board of Trustees
The officers of the Corporation and any committees determined to be necessary in the operation of the Corporation, the manner, place and procedures for the election of officers, their authority and responsibilities shall be established by the Board of Trustees and the Foundation’s By-Laws.
Article IV – Amendments
The Members, at a meeting held for such purpose, may adopt an amendment to these Regulations.
Article V – Indemnification
Section 5.1
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Trustee, officer, member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Each indemnification shall be against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.
Section 5.2
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Trustee, officer, Member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Such indemnification shall be against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court considers proper, or in respect of any claim, issue or matter in which he shall have been adjudged to have been liable on the basis that personal benefit was improperly received by him.
Section 5.3
To the extent that a Trustee, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, or in defense of any claim, issue, or matter in which an action, suit, or proceeding, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with that action, suit or proceeding.
Section 5.4
Unless ordered by a court and subject to Section 5.3, any indemnification under Sections 5.1 or 5.2 of this Article shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Trustee, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 5.1 or 5.2 of this Article. Such determination shall be made:
(a) By a majority vote of Trustees who were not and are not parties to or threatened with the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article who are present at a meeting of the Trustees at which a quorum is present;
(b) Whether or not a quorum as described in 5.4 (a) of this Article is obtainable, and if a majority of disinterested Trustees so direct, by a written opinion by independent legal counsel (other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years);
(c) By the Members; or
(d) By the Court of Common Please or the court in which the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article was brought.
If an action or suit by or in the right of the Corporation is involved, any determination made by the disinterested Trustees under Section 5.4 (a) of this Article shall be communicated promptly to the person who threatened or brought the action or suit and, within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
Section 5.5
Expenses incurred in defending the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, including attorney’s fees, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, member, manager, agent or volunteer to repay the amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation under this Article.
Section 5.6
The indemnification authorized by this Article is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the Articles, the Regulations, any agreement, a vote of Members of disinterested Trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Trustee, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 5.7
The Corporation 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 Trustee, officer, member, employee, agent, or volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trustee, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against that liability under this Article. Insurance may be so purchased from or so maintained with a person in which the Corporation has a financial interest.
Section 5.8
If this Corporation is the surviving corporation in a merger, the indemnification rights given by this Article shall not inure to the benefit of trustees, directors, officers of employees or agents or other persons acting for or associated with any constituent corporation insofar as any such persons acted in such capacities for such constituent corporation and not for this Corporation.
Section 5.9
Except as to matters referred to in Section 5.8 of this Article, nothing in this Article or in these regulations shall be construed to limit or deny any rights of indemnification existing under S1702.12 (E) of the Ohio Revised Code, as it now exists or may subsequently be amended.
Article VI – Books and Records
Section 6.1
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the principal office of the Corporation a membership book containing the name and address of each Member, the date of the Member’s admission to membership and the fact of any termination of the Member’s membership, and the date thereof. The Corporation shall separately keep a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Section 6.2 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Article I – Members
Membership, voting rights, the meetings of the membership and the manner, place and procedures for the calling and conducting meetings of the same shall be established by the Paulding County Hospital Foundation Board of Trustees and the Foundation By-Laws.
Article II – Board of Trustees
Section 2.1. General Powers
The affairs, powers and property of the Corporation shall be exercised, controlled, and conducted by the Board of Trustees. A trustee shall perform his/her duties as trustee in good faith, in a manner s/he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances and such standards of performance shall be governed by Section 1702.30 of the Ohio Revised Code.
Section 2.2. Number, Tenure, Qualifications and Meetings
The number, tenure and qualifications of the Trustees, the manner, place and procedure for the election of trustees, the calling and conducting of their meetings as well as rules of governance shall be established by the Board of Trustees and the Foundation By-Laws.
Article III – Officers of the Board of Trustees
The officers of the Corporation and any committees determined to be necessary in the operation of the Corporation, the manner, place and procedures for the election of officers, their authority and responsibilities shall be established by the Board of Trustees and the Foundation’s By-Laws.
Article IV – Amendments
The Members, at a meeting held for such purpose, may adopt an amendment to these Regulations.
Article V – Indemnification
Section 5.1
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Trustee, officer, member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Each indemnification shall be against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.
Section 5.2
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Trustee, officer, Member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Such indemnification shall be against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court considers proper, or in respect of any claim, issue or matter in which he shall have been adjudged to have been liable on the basis that personal benefit was improperly received by him.
Section 5.3
To the extent that a Trustee, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, or in defense of any claim, issue, or matter in which an action, suit, or proceeding, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with that action, suit or proceeding.
Section 5.4
Unless ordered by a court and subject to Section 5.3, any indemnification under Sections 5.1 or 5.2 of this Article shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Trustee, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 5.1 or 5.2 of this Article. Such determination shall be made:
(a) By a majority vote of Trustees who were not and are not parties to or threatened with the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article who are present at a meeting of the Trustees at which a quorum is present;
(b) Whether or not a quorum as described in 5.4 (a) of this Article is obtainable, and if a majority of disinterested Trustees so direct, by a written opinion by independent legal counsel (other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years);
(c) By the Members; or
(d) By the Court of Common Please or the court in which the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article was brought.
If an action or suit by or in the right of the Corporation is involved, any determination made by the disinterested Trustees under Section 5.4 (a) of this Article shall be communicated promptly to the person who threatened or brought the action or suit and, within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
Section 5.5
Expenses incurred in defending the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, including attorney’s fees, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, member, manager, agent or volunteer to repay the amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation under this Article.
Section 5.6
The indemnification authorized by this Article is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the Articles, the Regulations, any agreement, a vote of Members of disinterested Trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Trustee, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 5.7
The Corporation 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 Trustee, officer, member, employee, agent, or volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trustee, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against that liability under this Article. Insurance may be so purchased from or so maintained with a person in which the Corporation has a financial interest.
Section 5.8
If this Corporation is the surviving corporation in a merger, the indemnification rights given by this Article shall not inure to the benefit of trustees, directors, officers of employees or agents or other persons acting for or associated with any constituent corporation insofar as any such persons acted in such capacities for such constituent corporation and not for this Corporation.
Section 5.9
Except as to matters referred to in Section 5.8 of this Article, nothing in this Article or in these regulations shall be construed to limit or deny any rights of indemnification existing under S1702.12 (E) of the Ohio Revised Code, as it now exists or may subsequently be amended.
Article VI – Books and Records
Section 6.1
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the principal office of the Corporation a membership book containing the name and address of each Member, the date of the Member’s admission to membership and the fact of any termination of the Member’s membership, and the date thereof. The Corporation shall separately keep a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Section 6.2 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Code of Regulations
Of
Paulding County Hospital Foundation
Article I – Members
Membership, voting rights, the meetings of the membership and the manner, place and procedures for the calling and conducting meetings of the same shall be established by the Paulding County Hospital Foundation Board of Trustees and the Foundation By-Laws.
Article II – Board of Trustees
Section 2.1. General Powers
The affairs, powers and property of the Corporation shall be exercised, controlled, and conducted by the Board of Trustees. A trustee shall perform his/her duties as trustee in good faith, in a manner s/he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances and such standards of performance shall be governed by Section 1702.30 of the Ohio Revised Code.
Section 2.2. Number, Tenure, Qualifications and Meetings
The number, tenure and qualifications of the Trustees, the manner, place and procedure for the election of trustees, the calling and conducting of their meetings as well as rules of governance shall be established by the Board of Trustees and the Foundation By-Laws.
Article III – Officers of the Board of Trustees
The officers of the Corporation and any committees determined to be necessary in the operation of the Corporation, the manner, place and procedures for the election of officers, their authority and responsibilities shall be established by the Board of Trustees and the Foundation’s By-Laws.
Article IV – Amendments
The Members, at a meeting held for such purpose, may adopt an amendment to these Regulations.
Article V – Indemnification
Section 5.1
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Trustee, officer, member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Each indemnification shall be against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.
Section 5.2
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Trustee, officer, Member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Such indemnification shall be against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court considers proper, or in respect of any claim, issue or matter in which he shall have been adjudged to have been liable on the basis that personal benefit was improperly received by him.
Section 5.3
To the extent that a Trustee, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, or in defense of any claim, issue, or matter in which an action, suit, or proceeding, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with that action, suit or proceeding.
Section 5.4
Unless ordered by a court and subject to Section 5.3, any indemnification under Sections 5.1 or 5.2 of this Article shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Trustee, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 5.1 or 5.2 of this Article. Such determination shall be made:
(a) By a majority vote of Trustees who were not and are not parties to or threatened with the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article who are present at a meeting of the Trustees at which a quorum is present;
(b) Whether or not a quorum as described in 5.4 (a) of this Article is obtainable, and if a majority of disinterested Trustees so direct, by a written opinion by independent legal counsel (other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years);
(c) By the Members; or
(d) By the Court of Common Please or the court in which the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article was brought.
If an action or suit by or in the right of the Corporation is involved, any determination made by the disinterested Trustees under Section 5.4 (a) of this Article shall be communicated promptly to the person who threatened or brought the action or suit and, within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
Section 5.5
Expenses incurred in defending the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, including attorney’s fees, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, member, manager, agent or volunteer to repay the amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation under this Article.
Section 5.6
The indemnification authorized by this Article is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the Articles, the Regulations, any agreement, a vote of Members of disinterested Trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Trustee, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 5.7
The Corporation 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 Trustee, officer, member, employee, agent, or volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trustee, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against that liability under this Article. Insurance may be so purchased from or so maintained with a person in which the Corporation has a financial interest.
Section 5.8
If this Corporation is the surviving corporation in a merger, the indemnification rights given by this Article shall not inure to the benefit of trustees, directors, officers of employees or agents or other persons acting for or associated with any constituent corporation insofar as any such persons acted in such capacities for such constituent corporation and not for this Corporation.
Section 5.9
Except as to matters referred to in Section 5.8 of this Article, nothing in this Article or in these regulations shall be construed to limit or deny any rights of indemnification existing under S1702.12 (E) of the Ohio Revised Code, as it now exists or may subsequently be amended.
Article VI – Books and Records
Section 6.1
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the principal office of the Corporation a membership book containing the name and address of each Member, the date of the Member’s admission to membership and the fact of any termination of the Member’s membership, and the date thereof. The Corporation shall separately keep a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Section 6.2 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Of
Paulding County Hospital Foundation
Article I – Members
Membership, voting rights, the meetings of the membership and the manner, place and procedures for the calling and conducting meetings of the same shall be established by the Paulding County Hospital Foundation Board of Trustees and the Foundation By-Laws.
Article II – Board of Trustees
Section 2.1. General Powers
The affairs, powers and property of the Corporation shall be exercised, controlled, and conducted by the Board of Trustees. A trustee shall perform his/her duties as trustee in good faith, in a manner s/he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances and such standards of performance shall be governed by Section 1702.30 of the Ohio Revised Code.
Section 2.2. Number, Tenure, Qualifications and Meetings
The number, tenure and qualifications of the Trustees, the manner, place and procedure for the election of trustees, the calling and conducting of their meetings as well as rules of governance shall be established by the Board of Trustees and the Foundation By-Laws.
Article III – Officers of the Board of Trustees
The officers of the Corporation and any committees determined to be necessary in the operation of the Corporation, the manner, place and procedures for the election of officers, their authority and responsibilities shall be established by the Board of Trustees and the Foundation’s By-Laws.
Article IV – Amendments
The Members, at a meeting held for such purpose, may adopt an amendment to these Regulations.
Article V – Indemnification
Section 5.1
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Trustee, officer, member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Each indemnification shall be against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.
Section 5.2
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Trustee, officer, Member, employee, agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee, member, manager, agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. Such indemnification shall be against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court considers proper, or in respect of any claim, issue or matter in which he shall have been adjudged to have been liable on the basis that personal benefit was improperly received by him.
Section 5.3
To the extent that a Trustee, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, or in defense of any claim, issue, or matter in which an action, suit, or proceeding, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with that action, suit or proceeding.
Section 5.4
Unless ordered by a court and subject to Section 5.3, any indemnification under Sections 5.1 or 5.2 of this Article shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Trustee, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 5.1 or 5.2 of this Article. Such determination shall be made:
(a) By a majority vote of Trustees who were not and are not parties to or threatened with the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article who are present at a meeting of the Trustees at which a quorum is present;
(b) Whether or not a quorum as described in 5.4 (a) of this Article is obtainable, and if a majority of disinterested Trustees so direct, by a written opinion by independent legal counsel (other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years);
(c) By the Members; or
(d) By the Court of Common Please or the court in which the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article was brought.
If an action or suit by or in the right of the Corporation is involved, any determination made by the disinterested Trustees under Section 5.4 (a) of this Article shall be communicated promptly to the person who threatened or brought the action or suit and, within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
Section 5.5
Expenses incurred in defending the action, suit, or proceeding referred to in Sections 5.1 or 5.2 of this Article, including attorney’s fees, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, member, manager, agent or volunteer to repay the amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation under this Article.
Section 5.6
The indemnification authorized by this Article is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the Articles, the Regulations, any agreement, a vote of Members of disinterested Trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Trustee, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 5.7
The Corporation 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 Trustee, officer, member, employee, agent, or volunteer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, a limited liability company, or a partnership, joint venture, trustee, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against that liability under this Article. Insurance may be so purchased from or so maintained with a person in which the Corporation has a financial interest.
Section 5.8
If this Corporation is the surviving corporation in a merger, the indemnification rights given by this Article shall not inure to the benefit of trustees, directors, officers of employees or agents or other persons acting for or associated with any constituent corporation insofar as any such persons acted in such capacities for such constituent corporation and not for this Corporation.
Section 5.9
Except as to matters referred to in Section 5.8 of this Article, nothing in this Article or in these regulations shall be construed to limit or deny any rights of indemnification existing under S1702.12 (E) of the Ohio Revised Code, as it now exists or may subsequently be amended.
Article VI – Books and Records
Section 6.1
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the principal office of the Corporation a membership book containing the name and address of each Member, the date of the Member’s admission to membership and the fact of any termination of the Member’s membership, and the date thereof. The Corporation shall separately keep a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Section 6.2 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
