BYLAWS OF THE
AREA PROGRESS COUNCIL OF WARREN COUNTY, INC.
Incorporated September 30, 1969
Mission: “To be the advocate for a better quality of life for all in Warren County, Ohio.”
Area Progress Council of Warren County, Inc. is a non-profit, non-partisan organization interested in the economic and social progress of Warren County, Ohio. It is devoted to the study, investigation and promotion of activities to plan and prepare for the future.
ARTICLE I - NAME
The name of this organization shall be the Area Progress Council of Warren County, Inc. hereinafter referred to as "APC".
ARTICLE II - PURPOSE
Statement of Purpose: The Area Progress Council of Warren County, Inc. is a nonprofit, nonpartisan organization devoted to the study, investigation and promotion of issues, projects, and actions for the economic or social progress of Warren County, Ohio, and to helping the County plan and prepare for the future. Council members are selected from civic and business leaders who have demonstrated concern and dedication to forward the welfare and progress of Warren County.
Committees are formed within the Council to investigate and analyze these matters and report back to the Council, thus triggering action by the Council or other cooperating organizations. The Council avoids any activity which could be construed as involving the material interest of its members or their enterprises.
ARTICLE III - MEMBERSHIP
Section 1. Membership. The members of APC shall consist of the persons signing the certificate of incorporation, and such other person or persons as the Board of Trustees may select by a vote of a majority of the Trustees at any of their regular or special meetings.
Section 2. Classes of Membership. There shall be five (5) types of memberships as follows:
a) Business Memberships. Business Memberships are memberships extended to a business entity. Business membership representatives to APC shall be the CEO or business designee. Business memberships shall be subdivided into four (4) categories based upon the number of employees as follows:
Business Membership Level 1 1 to 15 employees
Business Membership Level 2 16 to 49 Employees
Business Membership Level 3 50 to 75 Employees
Business Membership Level 4 76 or more Employees
(b) Individual Members. Individual memberships are memberships extended to individuals who do not represent a business.
(c) Associate Members. Associate memberships are memberships extended to individuals or organizations by the Board of Trustees in recognition of their interest in APC.
(d) Honorary Members. Honorary Members shall be companies, organizations or individuals who have performed notable service for APC, Warren County or for the public.
Section 3. Application. An application for membership shall be made in such manner and form as may be prescribed by the Board of Trustees.
Section 4. Election to Membership. The procedure of election to membership shall be as provided by the Board of Trustees.
ARTICLE IV - PRIVILEGES AND OBLIGATIONS OF MEMBERSHIP
Section 1. Voting. At every regularly scheduled or specially scheduled meeting of members, each member shall be entitled to vote in person, or by proxy, duly appointed in instrument in writing. Each member, except Associate Members, of APC shall be entitled to one vote. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot. All elections and all questions shall be decided by majority vote of a quorum as defined elsewhere in these Bylaws.
Section 2. Committee Membership. Each member shall be willing to serve on a standing committee or task force as deemed necessary by the Board of Trustees.
Section 3. Compensation. Members shall not receive any compensation for their services as members.
Section 4. Resignation of Members. Any member may resign from APC by submitting a written resignation to the President or Secretary. Resignations shall become effective when delivered to the Board of Trustees.
Section 5. Default of Membership. Any member shall be deemed to have resigned if payment of Membership Dues is not received within 60 days of due date.
Section 6. Consent. All members of APC shall be deemed to have consented and agreed to the Articles of Incorporation and these Bylaws setting forth the purposes and limitations of APC.
Section 7. Attendance. Attendance at membership and committee meetings is an obligation of membership. Standards of attendance may be determined by the Board of Trustees of APC.
ARTICLE V - DUES AND ASSESSMENTS
Section 1. Dues. The annual dues of Members shall be as follows:
(a) Business Members. Recommended by the Board of Trustees and approved by a majority vote of the Membership. Dues shall be published as an addendum to these Bylaws.
(b) Individual Members. Recommended by the Board of Trustees and approved by a majority vote of the Membership. Dues shall be published as an addendum to these Bylaws.
(c) Associate Members. Associate Members have no dues obligation to APC.
(d) Honorary members. Honorary Members shall receive special privileges and may pay dues as determined by the Board of Trustees.
Section 3. Dues Payable. Dues for all Members shall be payable annually on the first day of January. Dues shall be computed from the first day of the month in which a Member is notified of election and shall be prorated for the remainder of the calendar year.
Section 4. Nonpayment of Dues. Sixty days after due date, membership of the nonpaying Members shall automatically terminate. A former Member who has had membership terminated for nonpayment of fees may apply for reinstatement in the manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of the termination.
Section 5. Deposit. All money received by APC for any purpose shall be deposited to the credit of APC in a financial institution(s) or trust account selected by resolution of the Board of Trustees.
Section 6. Expenditures. The Board of Trustees shall administer the day-to-day finances of APC. Unbudgeted expenditures in excess of One Thousand Dollars ($1,000.00) may not be made unless authorized by a majority of the Members present and eligible to vote at a regularly scheduled or specially scheduled meeting.
Section 7. Notice of Dues, Fees, Assessments or Other Financial Obligations of Members.
All dues, fees, assessments or other financial obligations to APC shall be invoiced to the Member in writing setting forth the amount owed and the due date.
ARTICLE VI - OFFICERS AND TRUSTEES
Section 1. Trustees. The business and property of APC shall be managed and controlled by a Board of not less than twelve (12) nor more than twenty (20) Trustees elected by the Members at the January meeting and who shall take office at the Annual Meeting.
In an effort to strive for inclusion and diverse representation, effective January 31, 2025, trustees will each serve a three (3) year term and may serve a maximum of three (3) terms. Once a trustee has reached their limit, they may be reappointed to the APC Board after three (3) years.
Section 2. The Officers of the Board of Trustees shall be President shall be elected by the Membership shall consist of a President, a Vice-president, a Secretary and a Treasurer. The same person may hold the Offices of Secretary, a Treasurer and the immediate Past President. The same person may hold the offices of Secretary and Treasurer
Section 3. Election of Officers and Trustees.
(a) At least two (2) months before the January Meeting, a Nominating Committee of three (3) Members shall be appointed by the President with the approval of the Board of Trustees. The Nominating Committee shall select one candidate to each position on the Board of Trustees and for each Officer. At the January Meeting, the Nominating Committee shall report a slate of candidates for each position on the Board of Trustees and each Officer.
(b) The election of Officers and Trustees shall take place at the January Meeting and shall be the responsibility of the Nominating Committee.
(c) Vacancies among the Officers and Board of Trustees shall be filled by appointment of the President with the approval of the Board of Trustees. In the case of a vacant Presidency, the First Vice President shall carry out the duties of the President.
Section 4. Compensation. The Trustees and Officers shall not receive any compensation for their services.
Section 5. Staff. The Board of Trustees may employ staff personnel as deemed necessary to administer the operations of APC. Staff shall be compensated employee(s) without voting powers.
Section 6. Voting. Each Trustee shall be entitled to one vote. Upon the demand of any Trustee, the vote upon any question in any meeting shall be by ballot. All questions shall be decided by a majority of the Trustees present.
Section 7. Quorum. At any meeting of the Board of Trustees of one-half (1/2) of the Trustees shall constitute a quorum for the carrying on of the business of APC.
Section 8. Powers. All the corporate powers, except as otherwise provided for in these Bylaws and in the laws of the State of Ohio, shall be and are hereby vested in and shall be exercised by the Board of Trustees. Unless so authorized by the Board of Trustees, no Officer, agent or employee shall have any power or authority to bind APC by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount or to obligate it in any manner.
Section 9. Duties and Responsibilities:
(a) Board of Trustees. During the month of March, the Board of Trustees shall present during the month of March an annual report verified by the President and Treasurer, or by a majority of the Trustees, showing:
(i) The amount of money received during the past year;
(ii) The amounts expended for each expenditure category during the year;
(iii) A current APC membership roster, with summary listing of Trustees, Officers and New Members.
(b) President. The President shall appoint committees, conduct meetings, sign contracts on behalf of the board and be one of the authorized signatures on APC checks. The President is the official representative of APC. The President shall be responsible for arranging a complete accounting review of the financial records when there is a change of Treasurer but in any event not less than every three years.
(c) Vice President. The Vice President shall conduct meetings in the absence of the President, serve as membership chairman, and assume other duties of the President only upon the authorization of the Board of Trustees upon the President's absence.
(d) Secretary. The Secretary shall maintain the corporate record of APC.
(e) Treasurer. The Treasurer shall maintain the financial records of APC and shall be responsible for handling of funds, receipt of dues and disbursement of payments. The Treasurer shall prepare the annual financial reports.
(f) Immediate Past President. The Immediate Past President has no assigned duties, but retains a seat on the Board and voting rights.
(g) Board Members. The Officers and Trustees serve in their position on an individual basis, not as an appointee of the member corporation. A member of the Board of Trustees cannot be replaced or re-appointed by the member corporation.
ARTICLE VII - COMMITTEES
Section 1. Standing Committees. The Board of Trustees shall establish standing committees as necessary.
Section 2. Organization. All committees shall be of size and have duties, functions and powers as determined by the Board of Trustees except as otherwise provided in these Bylaws. There shall be at least one (1) Officer or Trustee as a Chairman, ex-officio member or active member on each committee. It shall be the responsibility of the Officer or Trustee to act as liaison for their assigned committee to the Board of Trustees.
Section 3. Committee Meetings. Committee meetings may be held at any time upon call of the Committee Chairman, Board of Trustees liaison, or majority of the Board of Trustees. Committees shall, at minimum meet once a year. Notice of Committee meetings shall be in writing and be sent by mail or electronic means to each committee member at least ten (10) days prior to the date of such meeting.
Section 4. Special Committees/Task Forces. The Board of Trustees shall appoint special committees and task forces as deemed necessary.
ARTICLE VIII - MEETINGS
Section 1. Trustees Meetings. Meetings of the Board of Trustees may be called from time to time by the President. Notice of such meetings shall be in writing and sent by mail or electronic means to each committee member at least ten (10) days prior to the date of such meeting.
Section 2. General Membership Meetings. Meetings of the Membership may be called from time to time by the President. Notice of such meeting shall be in writing and sent by mail or electronic means to each Member by the Secretary at least ten (10) days prior to the date of such meeting. The reason and objective of the meeting shall be stated in the call for the meeting.
Section 3. Elections. The annual election of officers shall be held as the whole or part of each year's first general membership meeting. Notice of such meeting shall be in writing and sent by mail or electronic means to each member by the Secretary at least ten (10) days prior to the date of such meeting.
Section 4. Annual Meeting. The Annual Meeting of the members of APC shall be held as the whole or part of the year's second General Membership meeting, for the purposes of installing officers and trustees and presentation of the annual report. Notice of such meeting shall be in writing and sent by mail or electronic means to each member by the secretary at least ten (10) days prior to the date of such meeting.
Section 5. Special Meetings. Special Meetings of the Members may be held at any time upon call of the majority of the Board of Trustees or upon call by a majority of the Members. Notice of such meetings shall be in writing and sent by mail or electronic means to each member by the Secretary at least ten (10) days prior to the date of such meeting. Reason and objective of the meeting shall be stated in the call for the meeting.
Section 6. Quorum. At any Meeting of the members of APC, the members present in person or by proxy shall constitute a quorum for all purposes except as otherwise provided by law and the act of a majority of the members present at any meeting shall be the act of the full membership except as may be otherwise specifically provided by statute or by these Bylaws.
ARTICLE IX - GENERAL
Section 1. Fiscal Year. The fiscal year of APC shall be the calendar year.
Section 2. Robert's Rules of Order. Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of APC, its board of Trustees and Committees, in all instances where its provisions do not conflict with these Bylaws.
Section 3. Removal of members, Trustees or Officers. Any member, Trustee or Officer may be removed from membership or office by the affirmative vote of two-thirds (2/3) of a meeting quorum, registered either in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interest of APC, for lack of attendance, for lack of sufficient interest, or for refusal to render reasonable assistance in carrying out its purpose. Any such member, Officer or Trustee proposed to be removed shall be notified in writing at least ten (10) days prior to the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting, prior to any vote for removal.
Section 4. Amendments by Trustee. The Board of Trustees shall have power to make, alter, amend and repeal the Bylaws of APC by an affirmative vote of a majority of the Board, provided, hereafter, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent General Membership meeting, except as otherwise provided by law.
Section 5. Amendments by Members. Any suggestions of altering, amending or repealing of the bylaws shall be presented to the Board of Trustees for review and recommendation. The presentation to the Membership of their recommendation shall occur as per Article IX, Section 4.
Section 6. Dissolution. Upon dissolution or winding up of affairs of APC, the Board of Trustees, after providing for the payment of all obligations, shall distribute any remaining assets to any other nonprofit tax exempt organization as decided by majority vote of the Trustees.
REVISED/ADOPTED - January 30, 1990
AMENDED - Feb 5, 1991, Feb 15, 1994, Jan 20, 2000, Jan 8, 2003, Mar 12, 2003, Sept 24, 2008, Feb 11, 2009
Membership Approved – March 2009
Reviewed – June 29, 2021Revised DRAFT December 4, 2023
Revised draft January 11, 2024
Revised combined draft February 27, 2024
Amended and membership approved – January 21, 2025