AMENDED AND RESTATED BY-LAWS
OF THE
RECREATION ASSOCIATION OF HIGHLAND Adopted August 29, 2018

ARTICLE ONE NAME AND ADDRESS

1.1 Name. The name of the organization shall be the Recreation Association of Highland (“RAH”).

1.2 Principal Office. The principle office of the organization shall be located in the Highland School District or as otherwise determined by the Board of Directors upon unanimous vote.

ARTICLE TWO PURPOSE

2.1 Purpose. RAH is organized exclusively for the charitable and educational purposes set forth under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended. The purposes of RAH include promoting, organizing, administering, and implementing quality recreational activities for the youth and residents of the community within the Highland School District. RAH’s purpose may support and emphasize:

(a)  skills development through the learning of proper fundamentals of baseball/softball in an enjoyable learning atmosphere;
(b)  development of additional recreational activities for the community within the Highland School District including without limitation rugby, lacrosse and any other recreational activity supported by the Board;
(c)  well maintained and continuously improving facilities, reflecting community pride;
(d)  continuous evaluation of our program, ensuring high standards of quality;
(e)  the education of coaches, assistant coaches and volunteers;
(f)  fiscal responsibility; and
(g)  quality leadership (all the above collectively, the “Purpose”).

2.2 Non-profit Status. Notwithstanding any provision in the Articles of Incorporation or these By-Laws to the contrary, RAH shall not conduct or carry on any activities prohibited to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as they now exist or as they may be amended.

ARTICLE THREE OPERATIONAL INFORMATION

3.1 Income. The sources of income for the operation of RAH shall include contributions and/or donations; raffles; fundraising activities; backers’ fees; registration fees and other activities as the Board deems appropriate. No part of the net earnings of the RAH shall inure to the benefit of any Director of RAH, officer of RAH, or any private individual (except that reasonable compensation may be paid for services rendered to or for RAH affecting one or more of its purposes), and no Director or officer of RAH, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of RAH. No substantial part of RAH shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and RAH shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

3.2 Assets. All assets of RAH shall be used to promote the Purpose.

3.3 Dissolution. If RAH dissolves, all RAH’s monies and non-facility equipment shall be distributed to the Highland Local School District Athletic Department, and all real property assets (including equipment used to maintain such real property) shall be distributed to the Township in which such real property is located for the sole purpose of continued recreational facilities for residents of that Township. Any assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of RAH is then located, exclusively for such purpose or to such organization as said Court shall determine, which are organized and operated for purposes that are similar to or generally support RAH’s purpose.

ARTICLE FOUR MEMBERS

4.1 Members. Any person who is an active participant and supports the Purpose will be recognized as an active member, which shall include the following:

(a) Player Members: Any participant in any RAH activity meeting the requirements set forth herein, but shall have no rights, duties, or obligations in the management or in the property of RAH. Any participant outside of the Highland Local School District must be approved on an individual basis by a majority vote of the Board of Directors. Player members must be in compliance with the rules or regulations enacted by the Board of Directors from time to time or any Local, State or Federal regulations imposed on such activity. Player members shall have no voting rights or privileges.

(b) Regular Members: Any Player Member that is eighteen (18) years of age or older, or parent or guardian of a Player Member may be considered a regular member upon payment of all registration fees for the current season (identified as January 1 to December 31 of each year). Regular Members must be incompliance with rules or regulations enacted by the Board of Directors from time to time or any Local, State or Federal regulations imposed on such activity. Except for election of Directors from time to time at the annual meeting, Regular Members shall have no voting rights or privileges.

4.2 Member Responsibilities. Members shall have one vote per household on the election of Directors as submitted to the Members by the then acting President no later than 30 days prior to the annual meeting. The President shall indicate if a director is being elected for a certain designated Board seat (for example, Baseball or Softball). The annual meeting of the Members for the purpose of electing the Board shall be held at such date, time and place as established by the then acting President. A notification of no less than 30 days must be given to all RAH Members prior to the annual meeting. Members may vote electronically prior to the annual meeting date as administered by the President.

4.3 Membership Termination. Membership may be terminated by resignation or by action of the Board due to just cause. Just cause may be determined as acts or deeds which are considered contrary to the welfare of RAH or its Members including, but not limited to, violations of with the rules or regulations enacted by the Board from time to time or any Local, State or Federal regulations imposed on such activity. The Executive Board (defined below) shall meet and recommend to the Board any Member termination. The Board, by a super-majority vote which shall be not less than 80% of those present at any duly constituted meeting at which a quorum is present, shall have the authority to terminate any Member of any class when the conduct of such person is considered detrimental to the best interest of RAH. The Member involved shall be informed of the general nature of the charges and given an opportunity to appear at a meeting to answer such charges. The deliberation and subsequent vote of the Board shall be conducted in a closed session.

ARTICLE FIVE BOARD OF DIRECTORS

5.1 Number. The authorized number of Directors of the organization shall not exceed thirteen (13).

5.2 Qualifications. Directors must be at least eighteen (18) years of age and reside within the Highland Local School District Community.

5.3 Executive Board Members. The Executive Board shall be voted on by the Board and composed of at least the following: The Officers (President, Secretary, and Treasurer appointed by the Board) and the league directors for each Boys’ Baseball and Girls’ Softball (“League Directors”).

5.4 Board Members. In addition to the Executive Board Members, the board may include specific Board seats for: T-Ball, Men’s League, Women’s League, Adult Co-Ed League other Leagues (“Ancillary League Directors”) and the non-league directors such as Facilities, Public Relations and At Large Activities (“Non-League Directors”), as the Executive Board deems these specified designated Board seats are necessary by majority vote of the Executive Board. Notwithstanding the forgoing provision, a Director may serve on the Board without a specific seat designation as further set forth below in this section.

5.5 League Directors. The League Directors shall consist of the following:

(a) The Director of Boys’ Baseball shall direct and supervise the affairs of the Boys’ Baseball Organization. The Director will consult and cooperate with the President of RAH on any problems arising during the operation of the program. The Director of Boy’s Baseball has one vote on Board matters.

(b) The Director of Girls’ Softball shall direct and supervise the affairs of the Girls’ Softball Organization. The Director will consult and cooperate with the President of RAH on any problems arising during the operation of the program. The Director of Girls’ Softball has one vote on Board matters.

5.6 Ancillary League Directors. The Ancillary League Directors may consist of, but not limited to, a director of T-Ball, Men’s League, Women’s League, or any other Leagues/groups approved by the Board.

5.7 Non-League Directors. The Non-League Directors may consist of, but not be limited to, the following:

(a) The Director of Facilities is responsible for coordination of the conditioning, preparation and maintenance of all facilities. The Director will supervise the development of new facilities deemed necessary to prepare the facilities for use, and shall recommend to the board for approval purchase of material and facilities equipment as necessity dictates. The Director of Facilities has one vote on Board matters. The term of office runs for two years, expiring the third (3rd) Tuesday of August of the even-numbered years.

(b) The Director of Public Relations is responsible for coordinating and publicizing fund raising events. He or she shall cause to be taken photographs or movie of events as deemed desirable by the board. The Director shall clear with the board, before release, any statement regarding the RAH fund raising. The Director of Public Relations has one vote on Board matters. The term of office runs for two years, expiring the third (3rd) Tuesday of August of the odd-numbered years.

(c) At Large Activities shall direct and supervise the affairs of any additional RAH supported activities. The Director will consult and cooperate with the President of RAH on any problems arising during the operation of the organization. The At Large Activities Director has one vote on Board matters. The position and term of office shall be determined by 2/3 vote of the Board.

5.8 In the discretion of the Board upon majority vote of the Board, the Board positions of any Ancillary League Directors or Non-League Directors may be left vacant for one or more terms in the event there are no individuals that desire to fill the specific designated Ancillary League Directors or Non-League Director designated seat. The Board however may be comprised of Directors that are non-designated Directors.

5.9 Vote. Each Director shall be entitled to cast one vote on all matters brought before the Board.

5.10 Election and Term of Office.

(a) The terms of the offices of President, Secretary and Treasurer as Officers and Directors shall be as provided in Article Seven below.

(b) The term of office of each League Director will be two (2) years until the qualification and election of a successor.

(c) The term of office of each Ancillary League Director, if any, will be one year until the qualification and election of a successor in office by the Board of Directors. The term of office of each Non-League Director, if any, will be annual until the qualification and election of a successor in office by the Board of Directors. The term of office of each non-designated Director shall be one year.

5.11 Powers. Except as otherwise provided in the Articles of Incorporation or these By Laws, the corporate powers of RAH will be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to officers and agents as the Board may from time to time, by resolution, designate.

5.12 Compensation. No member of the Board of Directors will receive any compensation from RAH for his or her service as a Director.

5.13 Property Rights. No Board member will have any right, title or interest in any of the property or assets, including any earnings or investment income of RAH, nor will any property or assets be distributed to any member on its dissolution or winding up.

5.14 Replacement of Director.

(a) Whenever a vacancy exists on the Board of Directors (Officers, League, Ancillary League, or Non-League Directors) whether by death, resignation or removal of a Director the vacancy shall be filled for the remainder of the regular term by appointment by a majority vote of the remaining Board of Directors at a Regular or Special Meeting of the Board of Directors. A majority vote of a quorum shall be affirmative to establish the appointment.

(b) Any person appointed to fill a vacancy in the Board of Directors will hold office for the unexpired term of his or her predecessor in office, subject to the power of removal stated in Section 5.16 below.

5.15 New Director. If, in the discretion of the Board as provided in Section 5.3 above, there is a need to appoint one or more additional Directors, any such new Director(s) will be appointed by a majority vote of the remaining Board of Directors at a Regular or Special Meeting of the Board of Directors. A majority vote of a quorum of the Board shall be affirmative to establish the appointment. Such new Director shall be empowered with the same rights, duties and responsibilities as any other Director (League or Non-League). A description of any special duties of a new Director(s) shall be reflected in an amendment to these By-Laws.

5.16 Removal. Any Director may be removed, with or without cause, by the unanimous vote of the Executive Board, excluding the Director subject to removal, at a Special Meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as provided above.

ARTICLE SIX
MEETINGS OF BOARD OF DIRECTORS

6.1 Annual Board Meeting. An annual meeting of the Board of Directors will be held at 7:00 p.m. (or such other time as designated by the Board of Directors) on the second (2nd) Wednesday of August of each year, at a place designated by the Board (“Annual Meeting”). Appropriate for consideration will be election Directors and any other corporate business as may come before the Board as such meeting. If the day fixed for the Annual Board Meeting is a legal holiday in Ohio, the meeting will be held on the next succeeding business day.

6.2 Place of Meeting. The Board of Directors may designate any place as the place of meeting for any Annual or Special Meeting of the Board. However, if all Directors meet at any time and place, either within or without the State of Ohio, and consent to the holding of a meeting, the meeting will be valid without call or notice, and corporate action may be taken.

6.3 Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Board will be delivered personally or by regular or electronic mail to each Director entitled to vote at such meeting, not less than seven (7) nor more than twenty-one (21) days before the meeting, by the Officers and/or Directors calling the meeting. In the case of Special Meetings, or when required by these By-Laws, the purposes for which such meeting is called must be stated in the notice. If sent by mail, a notice of meeting will be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the Director at the Director's address as it appears on RAH’s records at the time of mailing.

6.4 Regular Meetings. Regular meetings of the Board of Directors will be held on the second (2nd) Wednesday of each month or such other date as the Board determines. All Directors are required to attend no less than eight (8) Board meetings per calendar year. Violation of this requirement is grounds for removal.

(a) Order of Business. Order of business at each regular meeting of the Board of Directors shall be:

(i) Meeting called or order; (ii) Attendance;
(iii)  Minutes of previous meeting read and approved;
(iv)  Treasurer’s Report; approval of any current bills;
(v)  Unfinished or old business;
(vi)  New business; and
(vii) Adjournment.

(b) Quorum. A quorum for any Regular or Special Meeting of the Board of Directors shall be considered present and must consist of a majority of the Board and must include at least two of the primary Officers. (President, Secretary and Treasurer) for the transaction of business at any meeting of the Board of Directors. However, if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting without further notice.

(c) Except as otherwise provided in these By-Laws, or in the Articles of Incorporation of this corporation, the act of a majority of Directors present at any meeting at which a quorum is present will be the act of the Board of Directors.

(d) Rules of Order. All meetings of the Board of Directors will be governed by Robert's Rules of Order, including revisions of those rules, and except as those rules are inconsistent with these By-Laws, with the Articles of Incorporation of this corporation, or with applicable law.

6.5 Special Meetings. The President may also, as the President deems necessary, and the Secretary will, if so requested in writing by a majority of the Board of Directors, call a Special Meeting of the Board of Directors. In that event, three (3) days' written notice to each Director will be deemed sufficient. Such notification will include the date, time and place of the meeting as well as the matters to be considered or put to a vote.

6.6 Action Without Meeting. No meeting need be held by the Board of Directors to take any action required or permitted to be taken by law, provided all Directors consent in writing and written consent is filed with the minutes of the Board proceedings. Action by written consent will have the same force and effect as action by unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken will state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the By-Laws authorize the Directors to so act. Such a statement will be prima facie evidence of authority.

ARTICLE SEVEN OFFICERS

7.1 Designation of Officers. The Officers of RAH shall be the President, one or more Vice-Presidents (as determined by the Board of Directors), the Secretary, the Treasurer and other officers elected in accordance with this Article. The Board of Directors may elect or appoint other officers, including one or more assistant secretaries, and one or more assistant treasurers, as it deems desirable, the officers to have the authority and perform the duties prescribed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Notwithstanding the forgoing and appointment of additional officers, the Executive Board shall only consist of the President, Secretary, Treasurer and League Directors.

7.2 Election and Term of Office. The Officers of RAH will be elected at the Annual Meeting of the Board of Directors as provided in Article Six above upon the expiration of their respective term(s). New offices may be created and filled at any meeting of the Board of Directors. Each Officer will hold office until his successor has been duly elected and qualified. The offices of President, Secretary and Treasurer shall serve staggered terms of three (3) years with no two offices being up for election in any one year.

(a)  The term of the office of the President shall run for three (3) years.
(b)  The term of the office of Secretary shall run for three (3) years.
(c)  The term of the office of Treasurer shall run for three (3) years.

7.3 Removal. Any Officer elected or appointed by the Board of Directors may be removed by the unanimous vote of the Board whenever in its judgment the interests of RAH would be best served. Any removal will be without prejudice to the contract rights, if any, of the Officer so removed.

7.4 Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

7.5 Duties and Responsibilities.

(a) The President is responsible for the overall operation of all RAH activities and shall preside over all meetings of the Board. He or she shall make recommendation to the RAH Board of Directors on all operational disputes and problems brought to his or her attention by the operating group within a league or participants when the dispute or complaint remains contested by one or more persons. He/she will meet with the League Director of said group and individual(s) involved before making a recommendation to the Board. The RAH Board of Directors would then make the final decision on any disputes brought before it. The vote on such matters would require a three fourths (3⁄4) majority of the Board of Directors. The President is responsible to the Board of Directors. He or she shall coordinate the various activities of the Board, and provide general direction to assure that the organization is operating within the by-laws, and in a legal and ethical manner. The President shall cast one vote when a tie-breaking vote is required on a vote of the members of the Board of Directors.

(b) The Secretary shall record and retain the minutes of all formal meetings of the Board and provide the minutes for approval at the next Board meeting unless otherwise directed by the President. He or she will be responsible for the notifications of all members of the Board of a meeting or other matter requiring their attention. The Secretary shall prepare, at the direction of the Board, all correspondence and shall be custodian of all official records of the Board. The Secretary shall be responsible for the organization and publication meetings and events. The Secretary will cooperate with legal counsel regarding any legal matters required to be periodically filed. The Secretary has one vote on Board matters.

(c) The Treasurer shall receive all monies for RAH, and deposit to or transfer between the various corporate accounts, said funds in a manner to maximize earned interest. He or she shall prepare, sign and present for signature to the President, all checks to cover authorized expenditures that have been approved by a majority of the Board. Emergency expenditures may be approved by the officers of RAH. The Treasurer shall present at each regular monthly Board meetings, a written financial statement, detailing the receipts and expenditures of the previous month. He or she shall keep adequate corporate financial records and in cooperation with the accountant, cause to be filed, all necessary and appropriate tax returns. The Treasurer has one vote on Board matters.

ARTICLE EIGHT COMMITTEES

8.1 Committees. By a majority vote of the Directors in office, the Board of Directors may, by resolution duly adopted, establish one or more committees, including without limitation travel league committees, each of which will consist of one or more Directors, which committees, to the extent provided by resolution, will have the authority of the Board of Directors in the management of the committees stated responsibilities; provided, however, that the delegation of authority to committees will not relieve the Board of Directors, or any Director individually, of any responsibility imposed on the Board of Directors or any individual Director by these By- Laws. Upon establishing a Committee, the Board shall set forth general Committee guidelines, duties and operational budgets.

8.2 Terms of Office. Each member of a committee will continue as such until the next Annual Meeting of the Board of Directors and until his or her successor is appointed, unless such committee is sooner abolished, or unless the member be removed or otherwise ceases to qualify as a member of the committee.

8.3 Committee Chair. One member of each committee will be appointed committee chair by the person or persons authorized to appoint the members of the committee.

8.4 Vacancies. Vacancies in the membership of any committee will be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected will be elected for the unexpired term.

8.5 Quorum. Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee will constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present will be an act of the committee.

8.6 Rules. Each committee may adopt rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however that rules and regulations will be consistent with these By-Laws, and provided further that regular minutes of all proceedings will be kept. The Board shall review the Committee rules, regulations, and obligations on an annual basis.

ARTICLE NINE MISCELLANEOUS

9.1 Books and Records. RAH shall keep at the registered or principal office a book giving the names and addresses of the currently sitting Board of Directors. All books and records of RAH may be inspected by any director or his/her agent or attorney, or any proper person, at any reasonable time. These By-Laws are the only By-Laws of RAH. Any other by-laws that may exist are hereby terminated and shall have no further effect.

9.2  Fiscal Year. RAH’s fiscal year corresponds with the calendar year.

9.3  Waiver of Notice. Whenever notice is required under the provisions of the Nonprofit Corporation Law of Ohio or the Articles of Incorporation or the By-Laws of this corporation, a waiver in writing signed by the person or persons entitled to notice, whether before or after the time stated there, will be deemed equivalent to the giving of notice.

9.4 Liability. No official, Director, Officer, manager or coach (“Official”) of RAH will be held personally liable in a court of law for the actions or deeds of another Official. No Official will be held personally liable for the actions of RAH. Any Official acting on behalf of RAH does so as a volunteer to promote the goals of RAH and receives no monetary compensation or reward for doing so. Any lawsuits filed against any Official for actions of that official during his/her official capacity as an Official while acting reasonably and responsibly will be defended by RAH, at no cost to the Official.

9.5 Transactions with RAH. No contract or transaction between RAH and one or more of its Directors, or between RAH and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, is void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose:

(i) if the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or (ii) if the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Board; or (iii) if the contract or transaction is fair to RAH as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the Members; or (iv) common or interested Directors may be counted in determining the presence of a quorum at a meeting of the board or of a committee that authorizes the contract or transaction.

9.6 Conflicts of Interest. A Director must fully disclose and discuss with the Board any potential conflicts of interest or self-interest that may exist with such Director. Consideration will be given to whether or not the conflict is sufficiently fundamental to disqualify a candidate or removal for a Director position. If the conflict is not material, the Director may serve, but must refrain from voting on certain issues arising out of the potential conflict. Directors having any material conflict of interest on any particular matter must refrain from voting on matters related to the conflict.

ARTICLE TEN AMENDMENTS

10.1 All amendments to these By-Laws must be presented in writing and shall be read at two consecutive meetings of the Board of Directors, after which time the same shall be voted on by the Board.

10.2 It shall require a 2/3 vote by a quorum of the Board of Directors present and voting to amend these By-Laws.