Foundation Bylaws

Article I - Name and Purpose

Section 1.

The name of this organization shall be Ohio Women's Bar Foundation (the "OWBF").

Section 2.

The OWBF is organized and will be operated exclusively to perform the educational and charitable functions within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

This purpose shall be carried out by means of public discussion groups, forums, panels, lectures, institutes, publications or other similar programs.

There shall be both instruction and training of the individual for improving or developing individual capabilities, and instruction of the public on subjects useful to the individual and beneficial to the community.  In addition, the OWBF shall be closely aligned with the Ohio Women’s Bar Association (“OWBA”) and shall complement its purpose. 

Section 3.           

No part of the net earnings of the OWBF shalll inure to the benefit of, or be distributable to its trustees, officers or other private persons, except that the OWBF shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 50l(c)(3) purposes. No substantial part of the activities of the OWBF shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the OWBF shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 4.           

Not withstanding any other provision of these articles, the OWBF shall not carry on any other activities not permitted to be carried on by (a) a Foundation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by a Foundation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

The specific educational and charitable purposes for which the OWBF is organized are:

1) To research, analyze, compile, publish and distribute educational materials to enable women attorneys and those interested in encouraging women attorneys to become more proficient in their profession with the assistance of their local and national woman's bar associations.

2) To assist, conduct or sponsor educational conferences, forums, and seminars for the benefit of members of the OWBA and local bar associations.

3) To assist, conduct or sponsor training programs to aid women attorneys newly admitted to practice law by the Supreme Court of Ohio.

4) To study and educate the general public about the number or women attorneys, women judges, and women's bar associations and the barriers which interfere with women's full participation in the legal process.

5) To provide a clearinghouse for information on current litigation impacting women in society in order to ensure that each attorney or organization involved in similar litigation is fully aware of relevant litigation strategies by other persons or organizations.

6) To advance opportunities for women attorneys and to improve access to positions of merit and responsibility, including holding a Leadership Institute as the Board of Trustees sees fit.

7) To serve as a vehicle for the exchange and dissemination of information and ideas among women's bar associations across the state of Ohio and nationally.

8) To promote continuing legal education.

9) To promote and assist in the organization and growth of local women's bar associations.

10) To annually award academic scholarship(s) to Ohio women law school students. Scholarships shall be awarded pursuant to a process and criteria developed by the Scholarship Committee and approved by the Board of Trustees.

11) To do all things necessary and proper to accomplish the foregoing purpose.

12) This corporation shall not engage in any act prohibited to a corporation exempt from tax under Section 501(c)(3) and at any time this corporation is a private foundation with the meaning the Section 509(1), it shall distribute its income each taxable year in such time and manner as not to subject to tax under Section 4942 and shall be prohibited from engaging in any act or self-dealing [as defined in Section 4941(d)], from retaining any excess business holding [as defined in Section 4943(c)], from making any investments in such manner as to subject the OWBF to tax under Section 4944, and from making any taxable expenditures [as defined in Section 4945(d)]. All references to “Section” in these Bylaws are to the Internal Revenue Code of 1954 as amended and to comparable sections of all subsequent Internal Revenue laws.

Article II - Membership

Section 1.          

The OWBF does not have members.

Article III - Officers and Board of Directors

Section 1. 

The officers of this organization shall consist of President, Vice-President, Secretary, and Treasurer (the “Officers”). 

Section 2.          

The Board of Trustees (“Board”) shall consist of (i) the Officers; (ii) immediate Past President; (iii) such number of Trustees who will be Leadership Institute graduates by the time their term commences, which may be zero but may not exceed two, as the Board may determine from time to time; (iv) such number of At-Large Trustees, which may be zero but may not exceed five, as the Board may determine from time to time; (v) a non-voting OWBA/OWBF Board Liaison; and (vi) an Ex-Officio Member. The Ex-Officio Member shall be the Executive Director of the OWBF, or in the absence of an Executive Director, shall be a staff member appointed by the OWBF President.  The Ex-Officio Member shall not be a voting member of the Board, and his or her duties shall be delegated by the Officers.

Section 3.           

The Officers shall serve for a period of one (1) year. The Leadership Institute and At-Large Trustees shall serve for a term of two (2) years or until their successors are duly elected and qualified. The OWBA/OWBF Board Liaison shall serve for a period of one (1) year.

The Leadership Institute Trustees, as a group, and any At-Large Trustees, as a group, shall be divided into two classes, as nearly equal in number as possible, as determined by the Board. The term of office of one class of Leadership Institute Trustees and one class of At-Large Trustees, shall expire each year.  For the first term that Leadership Institute and At-Large Trustees are approved, the first class (Class I) shall be approved to hold office for one-year terms, and Trustees of the second class (Class II) shall be approved to hold office for two-year terms.  Each year after the initial classification and approval of Trustees, Trustees elected to succeed those Trustees whose term shall then expire, shall be elected to hold office for two-year terms.

Section 4.           

TheOWBA’s Nominating Committee shall make nominations for the Officers and Trustees.  The OWBA's Nominating Committee shall report its selections to the OWBA’s President and theOWBF’s President no later than thirty (30) days prior to the election to take place at an OWBA’s Board of Trustees meeting, which shall occur prior to theOWBA’s Annual Meeting. Names of all nominees shall be published and disseminated to the OWBA’s Board of Trustees no later than fifteen (15) days prior to the election. All candidates must be current members of the OWBA to qualify for nomination and must maintain their membership while serving as members of the OWBF Board.  The names of all properly nominated candidates shall appear on the Official Ballot. The candidate receiving the highest number of votes for each elected position shall be declared to be elected. Elections may be held by any means permitted by law. Tie votes shall be broken by the drawing of lots.

Section 5.           

The President shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the organization and of the Board. The President shall appoint the chairperson of all the OWBF committees subject to approval of the Board. The President shall designate members of the Board to act as Board Liaison for all committees.

Section 6.           

The Vice-President shall preside at the meetings of the organization and of the Board in the absence of the President. The Vice-President shall co-chair the OWBA’s Annual Meeting & Convention Committee with the President-Elect of the OWBA and shall succeed to the office of the President upon completion of the term of the President or at such earlier time as a vacancy may occur.   The Vice-President shall perform such other duties as the Board may assign. In the event of the disability of the President, the Vice-President shall become acting President with all powers of the President. If there is no Vice-President in office in the event of the disability of the President, succession shall proceed as defined in Section 12. 

Section 7.           

The Secretary shall keep the records and papers of the organization and shall keep the minutes of all meetings of the organization and of the Board, and has the authority to delegate such duties to another Board member.

Section 8.           

The Treasurer shall collect all donations and shall keep account for the organization. The Treasurer shall have custody of the funds of the organization, and shall be authorized to open a bank account in the name of the OWBF. The Treasurer shall be required to submit an annual accounting and proposed budget, both of which shall be approved by the Board and shall be presented in printed form and available to the OWBA’s Board of Trustees upon request. The Treasurer shall secure a fidelity bond at the expense of the organization, the limits of which shall be fixed by the Board and reviewed as necessary.

Section 9.           

The immediate Past President shall assume the responsibilities of Parliamentarian and Archivist and shall serve as a member of the OWBA’s Nominating Committee. The immediate Past President shall be familiar with Roberts' Rules of Order Newly Revised and shall assist the President in the orderly conduct of all meetings of the organization. The immediate Past President shall collect and maintain all records, publications, and papers of historical significance to the organization.

Section 10. 

The Board shall have a general management of the affairs of the organization, and shall make all contracts, or shall authorize all contracts made in the name of the organization or by the Officers or any committees of the organization. In the case of absence of any Officer, the Board may delegate the powers or duties of any Officer to any other Officer or any Trustee, except where otherwise provided by the Bylaws.

Section 11.            

The OWBA/OWBF Board Liaison is a non-voting Trustee on both the OWBA and the OWBF Boards whose responsibility is to maintain a strong connection between the two organizations by fulfilling the following responsibilities: (1) attending on a regular basis the Board meetings of the OWBA and the OWBF; (2) providing relevant updates to both the OWBA and the OWBF about the sister organization’s activities; (3) carrying information, questions and feedback between the two organizations as requested by either; and (4) performing any other function related to the Liaison’s purpose. The Nominating Committee shall nominate the OWBA/OWBF Board Liaison for election at the OWBA Board of Trustees Meeting in accordance with the procedures in these bylaws for Trustee elections. The term of the first OWBA/OWBF Board Liaison shall commence at the OWBA’s 2014 Annual Meeting.

Section 12.            

In the event that a vacancy occurs in the office of President, the Vice-President shall automatically succeed to the presidency and serve out the remainder of the term. In the event that the President becomes unable to serve in a year when there is no Vice-President in office, the Board shall appoint an interim President, selected from the current Board, to serve the remainder of the term. In the event that a vacancy occurs for any other office, the Board shall appoint an individual to fill the vacancy, and the appointee to the vacated office will serve for the remainder of the term.

Section 13.
         
The Board shall have the authority to approve all committee appointments made by the President, the budget of the organization, and all civic, educational and social programs of the organization.

Section 14.            

Annually, the President shall appoint a Scholarship Committee Chair who shall convene a Scholarship Committee. The Scholarship Committee shall establish the criteria for awarding scholarships as described in these bylaws and develop the process for selecting scholarship recipients, subject to Board approval. The Committee shall provide the Board with its recommendations for scholarship recipients. The Board shall have exclusive authority to award scholarships.

Section 15.            

Annually, the President shall appoint a Leadership Institute Chair who shall convene a Leadership Institute Committee as needed. The Leadership Institute Chair shall be responsible for planning and administering the Leadership Institute Program.

Section 16.            

Meetings of the Board may be called by the President with fifteen (15) days notice in writing to each Trustee. The meeting shall be called by the President or the Vice-President in like manner and on like notice, on the written request of a majority of the sitting Board members.

Section 17.

At all meetings of the Board, a majority of the sitting Board members shall be necessary and sufficient to constitute a quorum, and the act of a majority of the Board members present at any meeting at which there is a quorum shall be the act of the Board.

Section 18.

The fiscal year of the organization shall be June 1 through May 31.

Section 19.

The OWBF shall indemnify all Officers, Trustees, employees, and agents of the OWBF to the full extent permitted by the General Laws of Ohio, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Officers of the OWBF.

Section 20.

Electronic means of communication is an acceptable way to provide written notice as required in any section of these bylaws.

Article IV - Amendments

Section 1.           

These Bylaws may be amended at any OWBA Board of Trustees’ meeting after first being approved by the OWBF Board. At least seven (7) days notice shall be provided to each OWBA Board member of any proposed amendment.

Section 2.           

Any amendment to the Bylaws must be approved by two-thirds (2/3) vote of the OWBA Board members present at the meeting properly called and constituted.

Article V - Parliamentary Authority

The rules contained in Roberts' Rules of Order Newly Revised shall govern all meetings in all cases in which they are not inconsistent or in conflict with these Bylaws.

Article VI - Dissolution

Upon the dissolution of the OWBF, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, i.e. charitable, educational, religious or scientific or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.

IN WITNESS WHEREOF, the undersigned pursuant to the unanimously approved resolution of the Directors of the Ohio Women's Bar Foundation, approves the Ohio Women's Bar Foundation Bylaws.


DATED: July 20, 2009
/s/ Lisa House
Lisa House, President
Ohio Women's Bar Foundation

Amended July 14, 2009; June 21, 2010; December 3, 2013

Ohio Women's Bar Association | 136 South Keowee Street | Dayton, Ohio 45402 | Phone (866) 932-6922 | Email admin@owba.org

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