Bylaws
of the
Leadership Institute of Yellow Springs
Article I
Organization
Section 1. Name
The name of the organization shall be the Leadership Institute of Yellow Springs and shall operate a leadership program called Leadership Yellow Springs.
Section 2. Purpose
The purpose of the Leadership Institute of Yellow Springs is to serve the charitable, educational and scientific interests of the Community, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).
Section 3. Nature
The Leadership Institute of Yellow Springs is a not-for-profit corporation organized under the laws of the State of Ohio.
Section 4. Mission
The mission of the Leadership Institute of Yellow Springs shall be to provide an educational program for established, emerging and potential community leaders designed to enhance their leadership skills.
Section 5. Goals
The goals of the Leadership Institute of Yellow Springs are to:
1. Identify and train resourceful leaders from and for all sectors of the community.
2. Encourage an awareness of community resources, problems and opportunities.
3. Stimulate a commitment to improving the quality of life in the community.
4. Assist in the development of a communications network among the community’s present and future leaders.
5. Create a forum where individuals who have demonstrated a commitment to community leadership can assemble, learn and exchange leadership philosophies, principles, skills, techniques, and ideas.
Section 6. Community
The Community shall include the Village of Yellow Springs, the Village of Clifton, the Township of Miami, and those other areas included in the Yellow Springs Exempted Village School District.
Article II
Board of Trustees
Section 1. Powers
The powers, business and property of the Leadership Institute of Yellow Springs shall be exercised, conducted and controlled by a Board of Trustees.
Section 2. Authority
Trustees have authority only when acting as a Board in regular or special meetings. The Board of Trustees shall not be bound by the actions or statements of any individual Trustee except when such action or statement is pursuant to specific instructions of the Board.
Section 3. Conflict of Interest
Trustees shall not have any direct or indirect interest, financial or material, that could lead to personal gain from the activities of the Board, nor should a Trustee give the appearance of such conflict of interest. A financial interest includes, but is not limited to, a Trustee having directly or indirectly, through business, investments, profession or through close family members:
a. An ownership or investment interest or a potential ownership or investment interest in any entity with which the Institute has a transaction or is engaging in an activity; or
b. A compensation arrangement (including favors or gifts) with the organization or with an entity or individual with which the Institute has a transaction or is engaging in an activity.
Any Trustee who has or thinks he or she has such a conflict of interest shall immediately disclose such conflict or potential conflict to the Board and must further refrain from voting on any matter in which he or she has such a conflict of interest.
Section 4. Behavior
Trustees shall behave individually and as a Board in a manner that exemplifies the aspirations of the Institute, examining and understanding all business that is decided by the Board, voting according to conscience as to what is best for the total program, and following and abiding by all rules, regulations and operating procedures of the Board.
Section 5. Membership
The Board of Trustees shall consist of nine (9) members as follows:
1. Three (3) members selected from Community organizations that sponsor or participate in Leadership Yellow Springs.
2. Three (3) members selected from the community at large.
3. Three (3) members selected from the alumni of Leadership Yellow Springs.
Section 6. Appointment
Appointments to fill the expiring terms of members of the Board of Trustees shall be made by the remaining members of the Board of Trustees based on nominations provided by the Nominations Committee of Article VI below. (The initial Board of Trustees shall be appointed by the incorporators of the Leadership Institute of Yellow Springs with the same staggering of Terms required in Section 8 below designating three (3) members of their choosing to represent alumni of Leadership Yellow Springs.)
Section 7. Terms
Board members shall serve three (3) year terms and may be re-appointed one (1) time. Terms shall begin January 1 each year. Service as a Trustees to fill unexpired and partial terms shall not count towards the two (2) consecutive term limitation.
Section 8. Staggered Terms
Terms shall be staggered so that one-third (1/3) of the Board is appointed each year. Terms shall also be staggered so that only one of each type of Trustee required in Section 2 above is appointed each year. (Initially, one of each type of Trustee required in Section 2 above shall be appointed for one (1) year, one of each type for two (2) years, and one of each type for three (3) years to insure that the future rotation of Board members is correct.)
Section 9. Resignation
Any Trustee may, in writing, resign his/her Trusteeship.
Section 10. Removal
The other Trustees may remove any Trustee when in their judgement the Trustee is failing to fulfill the responsibilities of being a Trustee.
Section 11. Vacancies
The remaining Trustees shall make appointments to complete the un-expired terms created by vacancies. The appointments shall be made type for type (e.g., a Community organization member to the un-expired term of a Community organization member) to the vacancies created based on the requirements of Section 5. above.
Section 12. Regular Meetings
The Board of Trustees shall have at least four (4) regular meetings per year, one per quarter, held at times and places to be determined by the Board. Notices of these meeting shall be distributed to Directors by the Secretary at least four (4) weeks prior to the date fixed for each meeting.
Section 13. Special Meetings
Special meetings of the Board of Trustees may be called by the Chair as needed to meet urgent needs between regular meetings, or when requested to do so by at least three (3) Trustees. Special meetings shall require at least forty-eight (48) hours notice, and be at a time and place when and where every Trustee may attend. When the time and place of a special meeting is fixed, notices of that special meeting shall be distributed to Directors by the Secretary.
Section 14. Quorum
Five (5)Trustees shall constitute a quorum at regular and special meetings.
Section 15. Officers
The Board of Trustees shall elect a Chair, Vice Chair, Secretary and Treasurer from among the Trustees based on nominations provided by the Nominating Committee of Article VI below. These elections shall tale place at the last Board meeting of the Board year prior to the Board year during which the officers shall serve. These officers shall be elected to a one (1) year term and may serve no more than two (2) consecutive terms as that officer. The duties of the officers shall be those usually and customarily associated with those positions.
Section 16. Conduct of Meetings; Voting
All meetings of and voting by the Board of Trustees shall be be guided by the current edition of Roberts’ "Rules of Order."
Article III
Program Coordinator
A Program Coordinator shall be appointed to serve at the will of the Board. This person may be a volunteer, or a paid employee, as determined by the Board. The Program Coordinator shall perform the following:
1. Coordinate the day-to-day operation of Leadership Yellow Springs.
2. Serve as liaison between the current leadership class and the Board of Trustees.
3. Coordinate the work of the Committees of the Board of Trustees.
4. Prepare an annual budget in cooperation with the Finance Committee for review and approval by the Board of Trustees.
5. Monitor income and expenditures and prepare regular financial reports for the Board of Trustees.
6. Administer the annual Leadership Yellow Springs program as designed by the Curriculum Committee and approved by the Board of Trustees.
7. Other responsibilities as assigned by the Board of Trustees.
Article IV
Committees
Section 1. Operating Committee
The Operating Committee shall work with the Program Coordinator to operate Leadership Yellow Springs in accordance with the goal and principles of the program, and with the policies of the Board of Trustees.
Section 2. Finance Committee
The Finance Committee shall work with the Program Coordinator in budget preparation and presentation to the Board of Trustees. The Finance Committee shall also make tuition and fee recommendations to the Board of Trustees.
Section 3. Recruitment and Selection Committee
The Recruitment and Selection Committee shall solicit and appoint the participants in each class of Leadership Yellow Springs.
Section 4. Curriculum Committee
The Curriculum Committee shall develop, provide and evaluate the instructional program for Leadership Yellow Springs to meet changing Community leadership needs.
Section 5. Marketing and Publicity Committee
The Marketing and Publicity Committee will develop and provide materials and programs
to publicize the Program and solicit applicants
Section 6. Nominations Committee
The Nominations Committee is to continuously monitor, evaluate and assess the needs and performance of the Board of Trustees and annually present a list of names of persons to be appointed to the Board of Trustees that fulfills both the requirements of Article II, Section 2 above, and the needs and performance of the Board of Trustees.
Section 76. Appointment
Appointment to the Committees of Section 1 through 5 above are made by the Board of Trustees. The Board may ask the Nominations Committee for recommendations for Committee appointments. Members of the Board may be appointed to any Committee, and in some circumstances a Board member may serve as chair if elected by the Committee.
Section 7. Behavior
Committees and their members shall behave individually and as committees in a manner that exemplifies the aspirations of the Institute, examining and understanding all business that is to be decided, voting according to conscience as to what is best for the total program, and following and abiding by all rules, regulations and operating procedures of the Institute.
Article V
Amendments
Amendments to these Bylaws may only be made by the Board of Trustees and in a manner of their choosing.
Article VI
Dissolution
Upon the dissolution of the Leadership Institute of Yellow Springs, after paying or making provision for the payment of all liabilities, any remaining assets shall be given to a 501(c)(3) organization of the Board's choosing for their use in furthering the welfare of the Community.
History:
26 February 2002 Approved by Steering Committee for recommendation to Board of Directors.
15 August 2002 Approved by the Board of Directors
12 December 2002 Changed Directors to Trustees
Changed Board year to begin 1 January
Added officers to be nominated by the Nominating Committee
Added Marketing and Publicity Committee
Changed dissolution distribution from YS Community Foundation to any 501(c)(3) organization and for furtherance of Community welfare not just leadership