Bylaws

THE GREATER COLUMBUS ROWING ASSOCIATION, INC.
BY-LAWS

ARTICLE 1 - DEFINITIONS

1.1 Board of Trustees
The Board of Trustees shall be defined in Article 4 of these By- Laws.

1.2 By-Laws
The By-Laws shall be The Greater Columbus Rowing Association, Inc. By-Laws, as amended.

1.3 Corporation
The Corporation shall be The Greater Columbus Rowing Association, Inc.

1.4 Date of Incorporation
The Date of Incorporation shall be November 13, 1984.

1.5 Effective Date of Amended and Restated By-Laws
The Effective Date of Amended and Restated By-Laws shall be January 1, 1995.

1.6 Executive Committee
The Executive Committee shall be defined in Article 6 of these By-Laws.

1.7 Fiscal Year
The Fiscal Year of the Corporation shall be January 1 - December 31.

1.8 High School Program
A High School Program shall be a program established for high school Members as defined in Article 2 of these By-Laws which is fully sanctioned, on an annual basis, by the Executive Committee.

1.9 Member, Membership
A Member and Membership shall be defined in Article 2 of these By-Laws.

1.10 Membership Application
The Membership Application shall be a document one must complete, sign and submit each Membership period to start or maintain Membership. Membership and equipment-storage fees shall be enumerated on the Membership Application. The Membership Application may be updated as frequently as annually by the Executive Committee and such annual update shall be presented to the Membership no later than April 1 of every year.

1.11 Officer
An Officer shall be defined in Article 5 of these By-Laws.

1.12 Principal Office
The Principal Office of the Corporation shall be P.O. Box 218131, Columbus, Ohio 43221.

1.13 Qualified Access
Qualified Access shall be an equipment-use-fee-paying Member's opportunity to use equipment owned by the Corporation, subject to the designation of such Member's level of rowing skill and experience, as provided for under the Regulations.

1.14 Regulations
The Regulations shall be The Greater Columbus Rowing Association, Inc. Boathouse Rules and Regulations, as set forth annually by the Executive Committee.

1.15 Scheduled Access
Scheduled Access shall be an equipment-use-fee-paying Member's opportunity to use equipment to which they have Qualified Access that shall be scheduled by the Member designated as the equipment scheduler in the Regulations.

1.16 Speakmon Regatta
The Speakmon Regatta shall be the Jack Speakmon Memorial Regatta, which is sponsored by the Corporation on the last weekend of every October.

1.17 Summer Learn-To-Row Program
The Summer Learn-To-Row Program shall be the Corporation's introductory rowing course that is offered to the community at large every summer.

1.18 Trustee
A Trustee shall be one as defined in Article 4 of these By-Laws.

ARTICLE 2 - MEMBERSHIP

2.1 Classes of Membership
There will be five classes of Membership with rights, privileges and voting rights as delineated in this Article. Membership, equipment-use and equipment-storage fees referenced in this Article are defined in the Membership Application.

2.1.1 Regular Member. This Member shall be at least 18 years of age and shall pay basic Membership fees as a minimum. Membership runs from April 1 of the current Fiscal Year to March 31 of the following Fiscal Year.

This Member has full voting rights, guest privileges and unsupervised access to the Corporation's facilities.

This Member may additionally pay equipment-use fees to gain Scheduled Access to Corporation equipment.

This Member may additionally pay equipment-storage fees to store equipment privately owned by the Member at the Corporation's facilities.

2.1.2 Half-Year Member. This Member shall be at least 18 years old and shall pay one half of the basic Membership fees. This class of Membership is open only once to an individual as their first period of Membership.

Membership runs from August 1 of the current Fiscal Year to March 31 of the following Fiscal Year.

This Member has full voting rights and guest privileges. This Member has unsupervised access to the Corporation's facility.

This Member may additionally pay one half of the equipment-use fees to gain Scheduled Access to Corporation equipment.

This Member may additionally pay one half of the equipment- storage fees to store equipment privately owned by the Member at the Corporation's facilities.

2.1.3 Collegiate Member. This Member shall be at least 18 years and no more than 25 years of age at any point during the Membership period and enrolled full-time at a post-secondary institution.

This Member shall pay an amount equal to no less than one half of the current basic Membership fee.

Membership runs from April 1 of the current Fiscal Year to March 31 of the following Fiscal Year.

This Member has full voting rights and unsupervised access to the Corporation's facility. This Member has no guest privileges.

This Member may additionally pay unreduced equipment-use fees to gain Qualified Access to Corporation equipment.

This Member may additionally pay unreduced equipment-storage fees to store equipment privately owned by the Member at the Corporation's facilities.

2.1.4 High School Member. This Member shall be enrolled in high school or shall have graduated from high school during the spring Membership period just prior to the summer in which Membership is being sought. This Member must have separate membership in a High School Program.

This Member shall pay separately for each of the three Membership periods offered an amount, when totalled, that does not exceed the current collegiate Membership fee plus equipment-use fee.

Spring Membership runs from March 15 to June 15. Summer Membership runs from June 16 to August 15. Fall Membership runs from August 16 to November 15. No Membership opportunity is offered to these individuals from November 16 to March 14.

This Member has no voting rights, has no unsupervised access to the Corporation's facility and has no guest privileges.

To become a High School Program, a group of people must submit to the Executive Committee for its approval the following: group name, group goal, coach and advisor information (name, phone number, address), training schedule, regatta schedule, fee information, and group development strategy (in terms of membership and assets). To maintain its status as a High School Program each Membership period, such Program must resubmit coach and advisor information and training and regatta schedules to the Executive Committee.

A High School Program is granted Scheduled Access to Corporation equipment currently designated as "club" in the Regulations for a period beginning with the Program's inception and ending on the second anniversary of the Program's inception.

A High School Program desiring Scheduled Access to Corporation equipment currently designated as "intermediate" and "elite", or Scheduled Access outside of the above-referenced two-year period to Corporation equipment currently designated as "club", may gain such Scheduled Access through negotiating with the Executive Committee a leasing program with the Corporation, the details of which will be determined on an item-by-item, period-by-period basis.

All High School Programs must maintain adult supervision on the water in at least a 1:16 adult-to-student ratio.

All High School Programs must maintain adult supervision on the land in at least a 1:16 adult-to-student ratio.

No High School Program may use the Corporation's Internal Revenue Service Tax Identification Number for any purpose, unless specifically authorized to do so by the Executive Committee.

A High School Program may store its equipment, with Executive Committee permission, outside of the Corporation's facility free of charge. Equipment-storage fees apply for any inside storage of a High School Program's equipment.

2.1.5 Honorary Member. This Member shall be at least 18 years of age.
Basic Membership fees are waived for this Member. The Executive Committee may grant a maximum of six honorary Memberships per year. A majority vote of the Executive Committee shall determine the recipients of each year's honorary Memberships.

Membership runs from April 1 of the current Fiscal Year to March 31 of the following Fiscal Year.

This Member has full voting rights, guest privileges and unsupervised access to the Corporation's facilities.

This Member may additionally pay equipment-use fees to gain Scheduled Access to Corporation equipment.

This Member may additionally pay equipment-storage fees to store equipment privately owned by the Member at the Corporation's facilities.

2.1.6 Coxswain Member. This Member shall be at least 18 years of age.
Membership fees shall be $25 for this Member. This class of Membership is open
to those individuals who serve as Coxswains only.

Membership runs from April 1 of the current Fiscal Year to March 31 of the following fiscal year.

This member has full voting rights and has unsupervised access to the Corporation's facilities.

This member has access to the Corporation's equipment for the purposes of serving as a Coxswain only.

2.1.7 Lifetime Emeritus Member. This Member shall be at least 18 years of age.
All Membership and club fees are waived for this member. The Executive Committee may grant a maximum of one lifetime emeritus Membership per year. A majority vote of the Executive Committee shall determine the recipient of each year's lifetime emeritus Membership, if applicable.

Membership term is unlimited.

This member has full voting rights, guest privileges and unsupervised acces to the Corporation's facilities.

2.2 Requirements of Membership
To be considered a Member of any class, a person must submit to the Principal Office the following forms along with his/her timely payment of fees (if applicable): 1) a signed Membership Application; 2) an indemnification and liability waiver; and 3) parent or guardian permission (if applicable). Additionally, a Member must provide to the Corporation volunteer services, as required by the Executive Committee, necessary to further the goals of the Corporation. All renewals of Membership shall be accomplished by completion and submission of the above enumerated forms on or before April 1 of every year.

2.3 Transfer of Membership
Transfer of Membership is not permitted.

2.4 Fees, Forms, Membership Effective Dates
All fees and forms are due for submission to the Principal Office on the beginning date of the applicable Membership period, as outlined in section 2.2 of these By-Laws. Should the fees and forms be submitted on a date following the beginning date of the applicable Membership period, Membership privileges begin on such submission date. Proration of fees shall not be permitted.
2.5 Termination of Membership
Termination of Membership under any class occurs immediately upon the expiration of the defined Membership period in the absence of either the payment of such Member's fees and the submission of the required Membership forms.

The failure of a Member or former Member to remit timely payment of an equipment-storage fee may result in the removal of such Member's equipment from the Corporation's facility.

Refusal of any Member to provide service to the Corporation as required in Section 2.1 of these By-Laws may result in termination of Membership upon a majority vote of the members of the Executive Committee and the Board of Trustees. No reimbursement of fees shall accompany such terminating action.

Termination of Membership under any class may occur as the result of disciplinary action taken by the Executive Committee. Examples of activities that may result in such disciplinary action include, but are not limited to: blatant or repeated violations of the Regulations; blatant or repeated abuse of equipment owned or leased by the Corporation; unauthorized use of another Member's privately owned equipment which is stored at the Corporation's facilities; any deliberate action which compromises a Member's safety; or any action that jeopardizes or causes the loss of integrity of the Corporation's standing in the eyes of the community, with the City of Columbus, or with the United States Rowing Association. Termination of Membership under this paragraph can occur only with at least a majority vote of the members of Executive Committee and the Board of Trustees. No reimbursement of any fees shall accompany action to terminate Membership.

A Member may voluntarily terminate Membership at any time prior to the end of the purchased Membership period. Reimbursement of any fees will accompany any such voluntary termination only by at least a majority vote of the Executive Committee. Any Member desiring such reimbursement must present to the Executive Committee a written request for such reimbursement that outlines the reason for the voluntary termination. A Member's waning of interest in the sport of rowing, or a Member's inability to find compatible rowing partners, or a Member's inability to obtain coaching will not in and of themselves be considered events that necessitate reimbursement of fees.

ARTICLE 3 - MEETINGS

3.1 Annual Meeting
The Annual Meeting of Members shall be held during the month of November of every year at such time, date and place as may be fixed in the notice of such meeting. The annual meeting shall allow sufficient time for candidates for the club's executive board to present any pertinent information regarding their candidacy and to answer questions from the members.

3.2 Special Meetings
Special meetings of Members may be held at any time, date and place, upon reasonable notice, and pursuant to a resolution of the Board of Trustees or when called for by one or more Officers or by one third of the voting Members. Calls for special meetings of Members shall specify the time, date, place and agenda thereof and no other business than that specified in the call shall be considered at any such meeting.

3.3 Notice of Meetings
A written notice of meetings, consisting of time, date and place, shall be mailed to every Member at the Member's last known address. A written notice may be provided for each meeting or may be provided in the form of a calendar for the year.

3.4 Voting
Each Member who is granted the right to vote shall have one vote on each matter submitted to the Members for their vote, consent, waiver, release or other action.

3.5 Quorum
A quorum shall consist of the number of Members with voting privileges at any meeting except the Annual Meeting. At the Annual Meeting, a quorum shall consist of one third of the voting Members of the organization. Unless otherwise specified in these By-Laws, a majority vote of the quorum shall be sufficient to transact Corporation business.

3.6 Proxies
Any Member who is granted the right to vote shall be entitled by proxy or proxies given in writing and signed by such Member to be represented at any meeting of Members, to include voting, giving or exercising any other right. Telefacsimile copies are acceptable.

ARTICLE 4 - BOARD OF TRUSTEES

4.1 Number, Tenure and Qualification
The number of Trustees shall be not less than three nor more than seven. One Trustee shall be the President of the Corporation. Of the remaining Trustees, an equal number shall hold office for a two-year term and for a three-year term, or until their successors are elected. Trustees may be re-elected to successive terms. Trustees need not be Members of the Corporation.

4.2 Election
Trustees shall be elected by the Members at the Annual Meeting, or at any special meeting called for that purpose. Trustees may be nominated for election by any Member.

4.3 Vacancies
Any vacancy that may occur in the Board of Trustees may be filled by appointment for the unexpired term upon at least a majority vote of the remaining Trustees.

4.4 Duties
Trustees shall establish the strategic operations and program policies of the Corporation and shall conduct any activities necessary for the good operation of the Corporation in accordance with high ethical principles. Trustees shall elect their chairperson at their first meeting after the Annual Meeting and establish rules necessary to conduct business.

4.5 Meetings of Trustees
Meetings of Trustees shall be held no less frequently than quarterly and at any time or place pursuant to the notice of the meeting or to a call signed by the President or any two Trustees. A two-day written notice of such meeting shall be given to each Trustee unless the Trustees have fixed a regular time and place for such meeting, in which case no notice shall be required for any meeting. The requirment of the notice of any meeting may be waived in writing either before or after such meeting by mutual agreement of the Trustees.

4.6 Compensation
No Member of the Board of Trustees shall be entitled to receive any compensation for the performance of duties.

4.7 Quorum
The presence of sixty percent (60%) of the Members of the Board of Trustees shall constitute a quorum at any meeting of the Board of Trustees. A quorum shall be required to conduct the business of the Board of Trustees.

ARTICLE 5 - OFFICERS

5.1 Composition
Officers of the Corporation (the Executive Committee) shall constitute the President, the Vice President, the Secretary and the Treasurer, and such other officers as may be appointed by the Board of Trustees.

5.2 Nomination and Election
Officers shall be nominated by one or more Members prior to or during the Annual Meeting. Officers shall be elected by the Members at their Annual Meeting or at any meeting called for that purpose.

5.3 Tenure and Qualification
Officers shall hold office for one year or until their successors are elected and qualified, or for such term as the Board of Trustees may designate. Officers may be re-elected to successive terms. Officers must be able to carry out effectively the duties of office and must have been a Member of the Corporation in good standing for at least one year. In order to hold office, Officers must be Members in good standing, including being current in the payment of dues.

5.4 Removal
An Officer may be removed, either with or without cause, by the affirmative vote of a majority of Trustees at any meeting of the Board of Trustees.

5.5 Vacancies
Any vacancy that may occur in the offices of Vice President, Secretary or Treasurer may be filled by the appointment of a replacement by the President for the remainder of the unexpired term. Any vacancy in the Office of President may be filled by the appointment of a replacement by the Board of Trustees.

5.6 Duties of the President

5.6.1 The President shall preside at all meetings of the Members of the Corporation.

5.6.2 The President shall prepare the agenda for all meetings of the Members of the Corporation.

5.6.3 The President shall sign the license agreement with the City of Columbus, if applicable, and shall ensure the Corporation's compliance with the covenants of license agreement.

5.6.4 The President shall maintain, as necessary to the operation of the Corporation, ongoing communications with City of Columbus personnel, including but not limited to the Director of the Recreation and Parks Department and the Director of the Indian Village Day Camp.

5.6.5 The President shall prepare and properly submit to the Ohio Secretary of State the Statement of Continued Existence of Corporation Not For Profit, with the scheduled fee payment, on or before the fifth anniversary of the Date of Incorporation and every five years thereafter, naming himself/herself as the statutory agent.

5.6.6 The President shall be granted Corporation checking account access. Such access will additionally be granted only to the Treasurer.

5.6.7 The President shall attest to any certificates of Membership.

5.6.8 The President shall maintain communications with the coaches and advisors of any High School Program, pursuant to written correspondence or meeting, no less frequently than once a high school Membership period.

5.6.8 The President shall perform all duties generally incident to such office and such other duties as may from time to time be required by the Corporation.

5.6.9 At the expiration of his/her elected term, or upon removal or resignation from office, the President shall deliver all books, papers and property of the Corporation in his/her possession to his/her successor in office, or to the Vice President as appropriate.

5.7 Duties of the Vice President

5.7.1 The Vice President shall perform all the duties of the President in the President's absence or disability. In case both the President and Vice President are absent or unable to perform their duties, the Board of Trustees may appoint a President pro tempore.

5.7.2 The Vice President shall be a member of the Speakmon Regatta committee and shall report such committee's activities to the Executive Committee.

5.7.3 The Vice President shall be a member of the Summer Learn- To-Row Program committee and shall report such committee's activities to the Executive Committee.

5.7.4 The Vice President shall perform all duties generally incident to such office and such other duties as may from time to time be required by the Corporation.
5.7.5 At the expiration of his/her elected term, or upon removal or resignation from office, the Vice President shall deliver all books, papers and property of the Corporation in his/her possession to the President or to his/her successor in office, as appropriate.

5.8 Duties of the Secretary

5.8.1 The Secretary shall keep an accurate record of all transactions of the Members.

5.8.2 The Secretary shall issue all notices required by these By-Laws.

5.8.3 The Secretary shall maintain a proper Secretary's book and shall properly record therein all minutes of Members' or Executive Committee's meetings.

5.8.4 The Secretary shall retrieve all mail from the Post Office box of the Corporation.

5.8.5 The Secretary shall maintain the bulletin boards at the Corporation's facility.

5.8.6 The Secretary shall retrieve and forward as necessary all messages left on the Corporation's telephone answering machine.

5.8.7 The Secretary shall obtain and renew all required dock and boat permits.

5.8.8 The Secretary shall perform all duties generally incident to such office and such other duties as may from time to time be required by the Corporation.

5.8.9 At the expiration of his/her elected term, or upon removal or resignation from office, the Secretary shall deliver all books, papers and property of the Corporation in his/her possession to the President or to his/her successor in office, as appropriate.

5.9 Duties of the Treasurer

5.9.1 The Treasurer shall receive and safely keep all monies, property and rights belonging to the Corporation. It shall be his/her duty to keep an accurate account of the finances of the Corporation. A separate account shall be kept for each major activity of the Corporation, such as the Speakmon Regatta or the Learn-To-Row Program. All books shall be open for inspection and examination by the Board of Trustees or any committee of the Members appointed for that purpose. Proper receipts shall be taken for all disbursements and kept on file.
5.9.2 The Treasurer shall render an account of the financial standing of the Corporation at the Annual Meeting of the Members and at such times as the President or Board of Trustees may determine.

5.9.3 The Treasurer shall render an account of the financial standing of the Corporation for the period coincident with the Fiscal Year.

5.9.4 The Treasurer shall prepare and properly submit Internal Revenue Service Form 990, if applicable, for every Fiscal Year on or before May 15 of the following year.

5.9.5 The Treasurer shall prepare and properly submit the Ohio Attorney General's Charitable Organization Registration Statement for every Fiscal Year on or before May 15 of the following year.

5.9.6 The Treasurer shall prepare and properly submit and distribute Internal Revenue Service Forms 1099 and 1096 for every Fiscal Year, if applicable, on or before January 31 of the following year.

5.9.7 The Treasurer shall make all coaching fee payments, all rental fee payments to the City of Columbus, all membership fee payments to the United States Rowing Association, all insurance premium payments to any insurer provider of the Corporation, all scheduled payments for any Corporation purchase, all post office box rental fee payments, and payment of any other expense on a timely basis, as appropriate.

5.9.8 The Treasurer shall maintain the Corporation's checkbook, shall balance the checkbook on a monthly basis and shall be granted checking account access. Such access will be additionally granted only to the President. Following each change in Officers, the outgoing Treasurer shall submit to the banking institution engaged by the Corporation a corporate resolution naming the new Treasurer and/or President as being the persons who are authorized checking account access.

5.9.9 The Treasurer shall issue written receipts for all monies received by the Corporation, including but not limited to dues, donations, and contributions from fundraising.

5.9.10 The Treasurer shall prepare, in conjunction with the President, an annual budget for the coming year for presentation to the Membership at the first business meeting following the Annual Meeting.

5.9.11 The Treasurer shall perform all duties generally incident to such office and such other duties as may from time to time be required by the Corporation .

5.9.12 At the expiration of his/her elected term, or upon removal or resignation from office, the Treasurer shall deliver all monies, property, records and rights of the Corporation in his/her possession to the President or to his/her successor in office, as appropriate.
ARTICLE 6 - COMMITTEES

6.1 Executive Committee
The President, Vice President, Secretary and Treasurer shall comprise the Executive Committee. The Executive Committee may recommend the sale or purchase of any equipment to the Board of Trustees and may take action, once approved by the Board of Trustees, to sell or to purchase such equipment. The Executive Committee may take action on all matters affecting the day-to-day operations of the Corporation that require action prior to the next scheduled Membership meeting.

6.2 Speakmon Regatta Committee
The Speakmon Regatta committee shall plan, organize and execute all actions necessary to produce a safe, fair, publicized, profitable and well-attended Speakmon Regatta. This committee shall meet and elect its chairperson by May 1 of each year. The chairperson shall submit to the Secretary committee meeting schedules, agendas, minutes and rosters. The Vice President shall be a member of this committee.

6.3 Summer Learn-To-Row Program Committee
The Summer Learn-To-Row Program committee shall plan, organize and execute all actions necessary to produce a safe, educational, publicized, profitable and well-attended Summer Learn-To-Row Program. This committee shall meet and elect its chairperson by May 1 of each year. The chairperson shall submit to the Secretary committee meeting schedules, agendas, minutes and rosters. The Vice President shall be a member of this committee.

6.4 Facilities Maintenance Committee
The facilities maintenance committee shall maintain the cleanliness and general order of the Corporation's facilities. This committee shall meet and elect its chairperson by May 1 of each year.

This committee shall organize and participate in three work parties per year to clean thoroughly the Corporation's facilities. Such work parties shall occur at the end of each high school Membership period. This committee shall announce each such work party to the Members, obtain the necessary supplies for each work party and record the attendance of each person comprising the work party. Such record shall be submitted to the Secretary by the committee chairperson.

This committee shall organize and participate in dock installation and removal. Attendance at such activities shall be recorded and submitted to the Secretary by the committee chairperson.

The committee chairperson shall receive and respond to Member comments concerning miscellaneous facility needs (light bulbs, paper supplies, insect repellents, etc.).

6.5 Other Committees
The President may appoint Members and chairs of such other standing or ad hoc committees that are necessary to accomplish the Corporation's goals.

6.3 Quorum, Voting
All Membership (Article 2) and meeting (Article 3) rules apply to committees.

ARTICLE 7 - INDEMNIFICATION OF MEMBERS, TRUSTEES, OFFICERS AND EMPLOYEES

7.1 Indemnification
Each person who is or was a Member, Trustee, Officer or employee of the Corporation (including the heirs, assigns, executors, administrators or estate of such person) shall be indemnified by the Corporation to the full extent permitted by the Non-Profit Corporation Law of the State of Ohio against any liability, cost or expense incurred by him/her in his/her capacity as a Member, Trustee, Officer or employee, or arising out of his/her status as a Member, Trustee, Officer or employee. The Corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense. (For purposes of this Article 7, references to "the Corporation" include all constituents absorbed in a consolidation or merger as well as the resulting or surviving corporation.)

ARTICLE 8 - DISSOLUTION

8.1 Authority
If deemed advisable by the Members, the Corporation may be dissolved pursuant to the applicable provisions of Ohio Revised Code.

8.2 Distribution of Assets
Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation or to such organization(s) organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE 9 - AMENDMENTS

9.1 Amendments
These By-Laws, other than Section 8.2, may be altered, amended or repealed and new By-Laws may be adopted at any meeting of Members, provided notice of the proposed change is given at least ten (10) days prior to such meeting, by the affirmative vote of a majority of the Members present at such meeting.
November 19, 1997