Foxfield Preserve Inc

“The organization made the following significant changes to the organizations bylaws: 1. The organization's exempt purposes or mission: to connect our community with nature, educate people of all ages, conserve natural resources and practice environmental stewardship. 2. The number composition, qualifications, authority or duties of the organizations officers: classes of membership - the corporation shall have two (2) classes of members. Primary member - a person whose application for membership has been approved by the board of directors or its designee and who has paid fees and dues required by primary membership as set forth by the board of directors. Corporate member - an individual who is serving as a member of the corporation's board of directors. A person who is a corporate member shall cease to be a corporate member when he or she ceases to be a director of the corporation. Corporate members shall be taken as "members" for the purpose of any statute or rule governing non-profit corporations in the state of ohio. Each corporate member shall meet the qualifications and otherwise fulfill the obligations of primary members in good standing as set forth by the board. 3. Number & qualification of directors: the board shall consist of such number of directors being not fewer than ten (10) and not more than nineteen (19) individuals. The board shall be divided into three (3) groups of directors as nearly equal in number as possible. All directors shall be primary members of the corporation in good standing. Term - each director shall serve for a term of three (3) years or until his or her successor is designated or elected, as the case may be, or until his or her earlier resignation, removal from office, or death. A director may resign at any time by giving written notice of such resignation to the board. Election - the directors shall be elected by the corporate members at each annual meeting, or at a special meeting called for that purpose. The number of directors to be elected at each annual meeting shall be one-third of the then current total number of directors (or one group of directors). Notwithstanding the foregoing, the canton audubon society shall have the exclusive option of naming one director at each annual election, up to a maximum of three (3) directors on the board at any one time. Term limits for directors - directors elected to the board for the first time prior to the year 2005 are not subject to term limits and may be elected to an unlimited number of consecutive terms. Directors elected to the board for the first time in the year 2005 or after are subject to the following term limits: (a) a director may be elected to a maximum of two consecutive three-year terms; (b) after serving two consecutive three-year terms, a director may not be reelected to the board, provided, however, that the board may authorize and approve any director to exceed the term limit provided herein; and (c) a director serving as an officer of the corporation shall not be subject to term limits. Term limits for officers - subject to the provisions of these bylaws, officers of the corporation shall serve one (1) year terms or until their successor is appointed. Officers may serve an unlimited number of terms, with the exception of the president, who shall be limited to five (5) consecutive one-year terms. 4. Quorum and voting rights of the governing body: quorum - at any annual or regular meeting of the corporate members, the presence of a majority of the corporate members, either in person or by the use of authorized communications equipment (including telephone, and web-based conferencing software, such as zoom or microsoft teams) shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the corporate members present at any meeting at which there is a quorum shall be the act of the full the corporate membership except as may be otherwise specifically provided by applic”

“The corporation shall have two (2) classes of members. (a) primary member a person whose application for membership has been approved by the board of directors or its designee and who has paid fees and dues required by primary membership as set forth by the board of directors. (b) corporate member an individual who is serving as a member of the corporation's board of directors. A person who is a corporate member shall cease to be a corporate member when he or she ceases to be a director of the corporation. Corporate members shall be taken as "members" for the purpose of any statute or rule governing non-profit corporations in the state of ohio. Each corporate member shall meet the qualifications and otherwise fulfill the obligations of primary members in good standing as set forth by the board.”

“The canton audubon society shall have the exclusive option of naming one director at each annual election, up to a maximum of three (3) directors on the board at any one time.”

“Federal form 990 is prepared by the organization's independent cpa and is reviewed by the director of finance before filing with the irs.”

“The books, records, and papers of the corporation shall be, at all times, during reasonable business hours, subject to inspection at the corporation's principal office by any member and the public to the extent required by internal revenue code, regulations promulgated thereunder, or any other applicable law concerning exempt non-profit entities. The articles and these bylaws shall be available for inspection by any corporate member at the principal office of the corporation, or copies may be purchased at reasonable cost”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”