Bylaws
BYLAWS of the WYANDOT COUNTY OFFICE OF ECONOMIC DEVELOPMENT
ARTICLE I: Name and Location
The name of the Corporation is the “Wyandot County Office of Economic Development, Inc.” It operates out of the Wyandot County OSU Extension Office, located at 137 (Rear) South Sandusky Avenue, Upper Sandusky, Ohio, 43351.
ARTICLE II: Purpose
The Corporation has been established to assist in the success of existing businesses, to recruit new businesses in selected industrial sectors, and to promote the industrial, commercial and economic viability of Wyandot County, Ohio and the various municipalities located therein.
ARTICLE III: Membership
SECTION 1: A General Membership shall exist for any adult persons residing in, employed in, or representing a private entity doing business in Wyandot County, possessing an interest in the purposes of the office and having the background, education, knowledge, skill and understanding thereof, may upon application to the Board of Directors become members of the organization provided all qualifications for membership as established by the Board have been met. Such membership shall form a separate class.
SECTION 2: Individuals or organizations that elect to pay dues shall constitute a separate class. Each member of this class shall appoint a representative to the Board of Directors.
SECTION 3: An Ex-Officio Membership shall exist for those elected or appointed public officials whose interests are not directly involved with Economic Development but who have related, complementary interests. Such membership shall form a separate class.
SECTION 4: The corporation shall maintain a record of its membership containing the name, address (both postal and email), date of admission to membership and, if members are classified, the class to which the member belongs.
ARTICLE IV: Governance
SECTION 1: The governance of the Wyandot County Office of Economic Development, Inc. and the direction of its work and that of the Wyandot County Economic Development Executive Director shall be the responsibility of the Board of Directors.
SECTION 2: The Board of Directors shall consist of all dues paying individuals. All Board of Directors shall pay annual membership fees as determined by the membership.
SECTION 3: The Board of Directors shall appoint a President, Vice-President, Secretary and Treasurer and any other officers deemed necessary for the conduct of business.
SECTION 4: The Board of Directors, in cooperation with the Ohio State Extension Service and the Wyandot County Commissioners has the responsibility for the hiring of the Economic Development Executive Director
SECTION 5: The Board of Directors may adopt rules for conducting the business of the Wyandot County Office of Economic Development, Inc.
ARTICLE V: Meetings
SECTION 1: At least one Regular Meeting of the entire membership shall be held annually at a time and location to be specified.
SECTION 2: The Board of Directors may conduct special meetings as necessary to support the business of the office.
SECTION 3: Notice of Regular or Board of Directors meetings shall be given to each member at least seven (7) days in advance of the day of the meeting. In the case of special meetings, the notice shall state the purpose of the meeting.
SECTION 4: Conduct of Regular Meetings
1. Call to Order
2. Role Call
3. Approval of minutes of previous meeting(s)
4. Old Business
5. Economic Development Coordinator Update
6. New Business
7. Adjournment
SECTION 5: Quorum and Voting. A majority of the Board of Directors shall constitute a quorum for the purpose of conducting business. Voting rights reside only with the Board of Directors with each Board member having one vote.
ARTICLE VI: Committees
SECTION 1: The Board of Directors shall form various committees (for example, Finance, Membership, Nomination) as deemed necessary for the conduct of business.
SECTION 2: The Economic Development Executive Director and his staff have the responsibility of conducting the day-to-day business of the Wyandot County Office of Economic Development, Inc. Responsibilities are defined in the job description.
ARTICLE VII: Code of Conduct
Conflict of Interest - A member shall refrain from discussing, voting on, or in any manner taking part in an action or decision of the Economic Development Board if:
1. The member has, or reasonably expects to have, a direct interest in the outcome of the action or decision, unless the effect of the action or decision on the member’s interests would be no greater than its effect on other persons or property similarly situated; or
2. The member has a direct or indirect interest in any sale, lease, or contract that is the subject of the action or decision, except as expressly permitted under state laws governing such contracts.
ARTICLE VIII: Indemnification
Each director, officer, agent, employee, or volunteer of the Wyandot County Office of Economic Development Inc., as well as any director, officer, agent, employee or volunteer of any corporation serving as such at the request of the Wyandot County Office of Economic Development Inc., shall be indemnified under the standards set by and to the fullest extent allowable under Section 1702.12(E) of the Ohio Revised Code.
ARTICLE IX: Amendment Procedures
Bylaws may be amended by a majority vote of those members of the Board of Directors present at any regular or special meeting.
ARTICLE X: Dissolution
The Wyandot County Office of Economic Development, Inc. shall use its funds to accomplish the purposes stated in these bylaws and no part of these funds shall benefit or be distributed to the members of the corporation. In the event of any voluntary or involuntary dissolution, any funds remaining shall be distributed to one or more qualified charitable, educational, scientific or philanthropic organizations which goals are consistent with those stated above. Such organizations will be selected by the Board of Directors.