Bylaws Amended 08/01/06

This organization shall be known as Friends of the Scioto River, also FOSR. The term "corporation" as used in these Bylaws refers to the Friends of the Scioto River. The term "board" refers to the corporation's Board of Trustees.

2.1
The Friends of the Scioto River has been formed for the purpose of preserving and protecting the Scioto River and its tributaries, primarily within Franklin County, Ohio, for the benefit of the public and wildlife that utilize it, and

2.2
To advocate and encourage citizen protection, respect, and wise management of these resources, and

2.3
To educate citizens and policy-makers about the benefits of the Scioto watershed as greenspace, and create an awareness of the threats to this ecosystem within the urban environment, and

2.4
To educate the public on proper land use and management of property in the Scioto River watershed and to engage in restoration activities through funding from public and private sources, and

2.5
To work toward these goals in conjunction with other similar organizations locally and nationally, as approved by the membership of the corporation.

The corporation is located in Franklin County, Ohio.

4.1
Membership is open to any individual, family, and representatives of any business, government agency, educational institution, or other organization that subscribes to the purposes of Friends of the Scioto River.

4.2
Membership shall not be denied on the basis of race, gender, creed, age, sexual status, nation of origin, or disability.

4.3
The corporation recognizes these categories of membership: Board, Student/Senior, Individual, Joint (Family), Nonprofit Organization, and Business. Students are defined as persons currently enrolled in public or private schools, colleges, and universities. Seniors are defined as persons over 60 years of age. Within each category except Board, there may be an Active or Inactive status.

4.4
Memberships are contingent upon payment of an annual membership fee, on a scale maintained by the Board. Membership will be considered as Active upon receipt of dues.

4.5
Members who do not pay their annual fees within 30 days of the due date will be placed on Inactive status. They may be retained on mailing lists and included in other communications. They are still welcome to attend meetings and participate in organized events.

5.1
The Board of Trustees shall have a minimum of three members.

5.2
Decisions shall be made by a majority vote of the Board of Trustees. All decisions must comply with the corporation's bylaws.

5.3
Members of the corporation may form committees as they deem necessary, to carry out the activities of Friends of the Scioto River.

5.4
Members of the Board of Trustees may delegate their authority to other individuals or committees.

5.5
Members of the Board of Trustees shall serve a term of one year from the date of their election.

5.6
All candidates for Board of Trustees must be approved by a majority of the current board.

5.7
In the event of a vacancy on the board by death, resignation, or other act of reason, an election shall be held no later than two months after a vacancy occurs.

5.8
Any board position will be considered vacant in the event of absence through three consecutive quarterly Board meetings without communication with the Board of Trustees.

5.9
Members of the Board of Trustees may incur expenses on behalf of the corporation, upon approval of the board.

5.10
Members of the Board of Trustees shall not receive compensation from the corporation for their services. However, they may be reimbursed for any expenses they incur in their service as board members.

5.11
The Board of Trustees may establish honorary members to the board as nominated and voted upon. Honorary Members to the Board of Trustees may have voice but no vote.

6.1
The Officers of the Board of Trustees of Friends of the Scioto River shall be the Chair, Vice-Chair, Secretary, and Treasurer.

6.2
The duties of the Chair shall include, but not be limited to:

• Scheduling meetings and developing meeting agendas
• Sending out agendas to board members along with notice of upcoming meetings
• Presiding over all meetings of the organization, or appointing another party to preside over meetings
• Serving as an ad hoc member of committees.

6.3
The duties of the Vice-Chair shall include but not be limited to assuming the duties of the Chair should that office become vacant, and presiding at meetings of the corporation and its committees when the Chair is unable to attend.

6.4
The duties of the Secretary shall include but not be limited to:

• Maintaining official records of the organization
• Providing copies of minutes to each Officer of the board via post or email prior to the next meeting
• Recording attendance at Board of Trustees meetings
• Maintaining a current mailing list of corporation members.

6.5
The duties of the Treasurer shall include but not be limited to:

• Receiving and depositing revenues to a designated depository
• Keeping and maintaining records of all receipts and disbursements
• Providing financial information or keep other financial records as may be required.

6.6
The initial Vice-Chair will be elected for a half-year term to ensure that the terms of the Chair and Vice-Chair will overlap. Thereafter, the Vice-Chair will be elected for a one-year term. Re-election to the offices of the board is permitted, and the Vice-Chair is not precluded from assuming the office of the Chair. Nor is it assumed that the Vice-Chair will become the Chair. The immediate past Chair will continue to serve as a member of the board in an advisory capacity for one year.

7.l
Meetings of the Board of Trustees, and of the corporation, are open to the public.

7.2
Regular meetings for the corporation are held on the first Wednesday of each quarter (January, April, July, and October), or as the Board of Trustees deems necessary. The Board may call special meetings at any time it deems necessary.

7.3
Meetings shall be held at a place determined by the majority of the board. Notice of these meetings will be sent to the membership by mail, email, or telephone.

7.4
The Board of Trustees may arrange executive session meetings to consider, and act upon, issues requiring action before the next regularly-scheduled corporation meeting. These executive sessions may be conducted in person, or through other communication such as electronic mail or phone.

These bylaws may be changed by amendment. In order for the amendment to be adopted into these bylaws, it must be approved by a majority of the Board of Trustees.

Upon the Dissolution of the corporation, the Board of Trustees shall, after the payment or the provision for payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986,(or the corresponding provision of any future United States Internal Revenue Law).. Any assets not so disposed of will be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is located exclusively for such purposes, or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes..

The purpose of the conflict of interest policy is to protect this tax-exempt
organization's (Organization) interest when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an officer or
director of the Organization or might result in a possible excess benefit
transaction. This policy is intended to supplement but not replace any applicable
state and federal laws governing conflict of interest applicable to nonprofit and
charitable organizations.

1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement

which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following

subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.