REACHigher Code of Regulations
ARTICLE 1. NAME AND PURPOSE
Section 1. Name. The name of the organization is REACHigher, the greater Lorain County P-16 Council. Its principal office is in Elyria, Lorain County, Ohio.
Section 2. Purpose. REACHigher (P-16 Council) is organized for the purpose of pursuing effective strategies to improve the quality of education for students in greater Lorain County in order to ensure long-term academic – and personal – success for all learners, from birth to high school completion and attainment of post-secondary education, through to the Bachelor’s and Master’s degrees and into the workforce.
Section 3. Position Statement. REACHigher engages the community to advance the educational experience, and connects learners with resources to foster a vibrant economic future.
ARTICLE 2. GOVERNANCE BOARD
Section 1. Membership of the REACHigher Governance Board. The membership of the REACHigher Governance Board should represent all levels of education, government, business, and the community, including agencies, organizations, elected officials, and faith-based entities. Governance Board members should reside in and/or their affiliation provide services for Lorain County. Membership requirements may be changed as deemed necessary by the majority vote of the Governance Board members present at the meeting of the vote.
Section 2. Voting Rights of Members. Members of the Governance Board shall have no other rights than to approve Governance Board and Executive Committee minutes, changes to the Code of Regulations and, upon the recommendation of the Executive Committee, approve proposals of the purpose, vision, position statement and other items presented to the Governance Board. The Executive Director is a non-voting member.
Section 3. Meetings. At least three meetings of the Governance Board shall take place each year, including an Annual Meeting held each August. The Executive Committee shall determine the dates of the Governance Board meetings. Special meetings may be called.
Section 4. Board Role, Size and Compensation. REACHigher Governance Board members shall function in accordance with the provisions of Section 1702.14 and 1702.30 of the Ohio Revised Code. The Governance Board is responsible for overall direction of the organization, evaluation of its own performance and any fiduciary responsibility for the organization. Day-to-day operations are delegated to the Executive Director. The Governance Board shall have up to 50 and no fewer than 30 members. The Governance Board Members shall not receive compensation for their service.
Seats shall represent the following categories: *
EDUCATION (11):
o President – Lorain County Community College
o President – Oberlin College
o Representative – University Partnership
o Superintendent – Education Services Center of Lorain County
o Superintendent – Lorain County JVS
o Superintendent – Lorain County School District – (1 rotating seat)
o Superintendent – Comprehensive City High School with Tech Prep
o Representative – Early Childhood Education Program at Lorain County Community College.
o Representative – Joint Center for Policy Research at Lorain County Community College
o Representative – Non-Public School/Charter/Private School (2 rotating seats)
BUSINESS COMMUNITY (9):
o President/CEO – Private Sector/Workforce Systems
o CEO – Lorain County Business (3 rotating seats)
o Representative – Banking (1 rotating seat)
o Representative – Great Lakes Innovation and Development Enterprise (GLIDE)
o Representative – Agriculture/Lorain County Farm Bureau
o Representative – Health Care (2 rotating seats)
COMMUNITY AGENCIES AND ORGANIZATIONS (10-12):
○ Executive Director – Foundations (2-4 seats)
o President & CEO – The Lorain County Urban League
o Executive Director – El Centro De Servicios Sociales
o Executive Director – United Way of Lorain County
o Representative – College Access Program (1 rotating seat)
o Representative – Workforce Development Administration (WDA)
o Representative – National Alliance of Black School Educators/Lorain County Alliance of Black School Educators
o Representative – Child Care Resource Center
o Representative – Media (1 rotating seat)
GOVERNMENT (9):
○ President/CEO – Community Action Agency/Head Start
○ Executive Director – Job and Family Service
○ Representative – Public Health Department (1 rotating seat)
○ Mayor – City in Lorain County (1 rotating seat)
○ Elected Officials – (2 rotating seats)
○ Representative – State Board of Education
○ Representative – Juvenile Court System
○ Lorain County Administrator
FAITH-BASED (1):
o Representative – Ministerial Association (1 rotating seat)
EX-OFFICIO (7-9):
o Executive Committee Members who are not in a specified category of Article 2.
* A representative may be sent with full authority on behalf of the Governance Board member.
Section 5. Terms of the Governance Board. Members of the Governance Board consist of representatives specified categories in Article 2. Section 4. A majority vote of the Board may, at its discretion, reduce, eliminate, or enlarge the number of seats that have permanent status.
Rotating members of the Governance Board shall serve a three-year term effective with the fiscal year on July 1 and ending on June 30. Rotating seats may be renewed a total of two 3-year terms. Reappointment may occur after one year of separation. A person filling an unexpired term may be reappointed to his/her own term cycle.
Section 6. Appointment. Appointment of new members or re-appointment of continuing members shall take place at the Annual Meeting. A majority vote of the members attending the annual meeting is required for any action.
Section 7. Quorum and Attendance. A majority of the members present defines a quorum. For purposes of these Regulations, a member shall be deemed to be “present in person” at any Board Meeting, if such member: (i) participates in the Board Meeting by means of telephonic communications and only if all members participating in the Board Meeting can hear each other; or (ii) is actually physically present at the Board Meeting.
Section 8. Notice. An official Governance Board meeting requires written notice (or e-mail) be given two weeks in advance of the meeting.
Section 9. Resignation: Terminations and Absences. Resignation from the Governance Board must be submitted in writing to and received by the Chairperson. A Board member may be removed for excessive absence. A Board member may be removed for other reasons upon the recommendation of a majority of the Executive Committee and a majority vote of Governance Board members at a regularly scheduled Governance Board meeting.
Section 10. Vacancies. When Governance Board vacancies occur, the Vice Chairperson, who is the chairperson of the Governance Committee, will discuss the vacancy with the Executive Committee. The represented organization will be asked to recommend another member who then will be voted upon by a majority vote of the Executive Committee and a majority vote of Governance Board members at a regularly scheduled Governance Board meeting.
Section 11. Obligation and Liability of a Member of the Governance Board. A Governance Board member shall perform his or her duties as a member of the Board in good faith, in a manner the member reasonably believes to be in the best interests of REACHigher, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing duties, a member, when acting in good faith, is entitled to rely on information, opinions, reports, or statements, including financial statements or other financial data that are prepared or presented by (a) one or more members, officers, or employees of REACHigher whom the member reasonably believes are reliable and competent in the matters prepared or presented; (b) counsel, public accountants, or other persons as to matters that the member reasonably believes are within the person’s professional or expert competency; or (c) a committee of the members upon which the member does not serve, as to matters within its designated authority, which committee the member reasonably believes to merit confidence.
A member shall not be found to have failed to perform his or her duties, unless it is proved by clear and convincing evidence in an action brought against the member that the member has not acted in good faith, in a manner the member reasonably believes to be in or not opposed to the best interests of the organization, or with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Subject to Sections 1702.30(D)(2) and 1702.30(D)(3) Ohio Revised Code, a member is liable in damages for any act that he or she takes or fails to take as member only if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the member was one undertaken with a deliberate intent to cause injury to REACHigher or was one undertaken with a reckless disregard for the best interests of REACHigher.
Section 12. Conflicts of Interest. No contract, action, or transaction shall be voided or voidable with respect to REACHigher because the contract, action, or transaction is between or affects REACHigher and one or more of its members or officers; is between or affects REACHigher and any other person in which one or more of its members or officers are members, trustees, or officers; in which one or more of the REACHigher members or officers have a financial or personal interest; or because one or more interested members or officers participate in or vote at the meeting of the Governance Board or a committee thereof that authorizes the contract, action, or transaction, if any of the following applies: (a) the material facts as to his or her relationship or interest and as to the contract, action, or transaction are disclosed or are known to the members or the committee; and the members or committee, in good faith reasonably justified by the material facts, authorizes the contract, action, or transaction by the affirmative vote of a majority of the disinterested members, even through the disinterested members constitute less than a quorum of the members or committee; (b) the material facts as to his or their relationship or interest and as to the contract, action, or transaction are disclosed or are known to the members entitled to vote thereon and the contract, action, or transaction is specifically approved at a meeting of members held for such purpose of voting on the contract, action, or transaction by the affirmative vote of a majority of the members of REACHigher not interested in the contract, action, or transaction; or (c) the contract, action, or transaction is fair as to REACHigher as of the time it is authorized or approved by the members or a committee thereof.
Common or interested members may be counted in determining the presence of a quorum at a meeting of the members or of a committee thereof which authorizes the contract, action, or transaction.
A member is not an interested member solely because the subject of a contract, action, or transaction may involve or affect a change in control of REACHigher or his continuation in office as a member of REACHigher.
ARTICLE 3. EXECUTIVE COMMITTEE
Section 1. The Executive Committee. The Executive Committee will be comprised of the officers of the Governance Board: Chairperson, Vice Chairperson, Secretary, and Treasurer. In addition, the following are members of the Executive Committee: the Past Chairperson, the Chairperson/Co-Chairpersons of each Work Group approved by the Executive Committee on behalf of the Governance Board, the Provost of Lorain County Community College and a data representative who is an ex-officio member of all Work Groups.
Section 2. Duties.
Chairperson: Presides at meetings of the Governance Board and Executive Committee.
Vice Chairperson: Presides at the Governance Board and Executive Committee meetings in the absence of the Chairperson. The Vice Chairperson oversees governance related activities including the Code of Regulations, membership of the Governance Board, nomination of officers and evaluation/self-evaluation of the Governance Board and/or Executive Committee.
Secretary: Oversees the taking of minutes, sending out meeting notifications, distributing the agenda and minutes to each Governance Board and/or Executive Committee member, and ensures that official records are maintained.
Treasurer: Oversees the preparation of the annual appropriation, reviews regularly the financial statements, and conveys financial information.
Past Chairperson: Serves with full voting rights in an advisory capacity to the Executive Committee and on the Governance Board.
Work Group Chairpersons/Co-Chairpersons: Works with the Executive Director/Field Facilitator to schedule meetings and to address annual priorities.
Section 3. Authority. The Executive Committee shall have all powers and authority of the Governance Board during intervals between meetings of the Board.
Section 4. Evaluation. The Executive Committee will complete annually a self-evaluation.
Section 5. Resignation, Termination, and Absences. Resignation from the Executive Committee must be in writing and received by the Chairperson. A member may be removed for excessive absences. An Executive Committee member may be removed for other reasons as recommended by Executive Committee to the Governance Board.
Section 6. Term of Office. Each officer will serve a two-year term in that respective office. Elections will be held at the annual meeting.
ARTICLE 4. STANDING COMMITTEES, WORK GROUPS, SUB-COMMITTEES AND AD-HOC COMMITTEES
Section 1. Committees. The Governance Board/Executive Committee may create committees to help further the purpose of REACHigher. There are three standing committees and four Work Groups. Additional work groups and ad hoc committees for a designated purpose may be created. The standing committees are as follows: Executive, Governance, and Finance that may be operationalized by the Chairperson. The four Work Groups are : Birth through Grade 2; Grades 3-9; High School to Post Secondary; and 11-20. The standing committees and work groups shall have an agenda and shall submit a summary of their meetings to the Governance Board.
Section 2. Standing Committees
a. Executive Committee (defined by Article 3. Section 1.) The Chairperson of the Governance Board serves as Chairperson of the Executive Committee. The Executive Committee will serve as the standing committee for the Governance Committee and/or Finance Committee when a separate committee does not exist.
b. Governance Committee. The Vice Chairperson of the Governance Board is the Chairperson of the Governance Committee. See Article 3. Section 2. for responsibilities.
c. Finance Committee. The Treasurer of the Governance Board serves as Chairperson of the Finance Committee responsible for: developing, reviewing, and monitoring fiscal procedures; and reviewing and monitoring financial reports to the Board. When operational, the Treasurer/Finance Committees assists with development of the annual appropriation and monitors the budget.
Section 3. Work Groups (See Article 3. Section 2). Special ad hoc committees may be appointed by chairperson/co-chairpersons as needed.
Section 4. Ad Hoc Committees. These additional committees shall limit their activities to the accomplishment of the task for which it is appointed and shall have no power to act except as specifically conferred by action of the Executive Committee. Upon completion of the task for which appointed, ad hoc committees will be dissolved.
ARTICLE 5. AMENDMENTS
Section 1. Amendments. This Code may be amended as necessary by a majority of those present at the respective Governance Board meeting upon recommendation of the Executive Committee. Proposed amendments must be sent out with the regular board announcements.
ARTICLE 6. TAX-EXEMPT PROVISIONS
Section 1. Limitations on Activities. Notwithstanding any other provisions of this Code, this corporation shall not carry out any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (C) (3) of the Internal Revenue Code or by a corporation, contributions to which are deductible under Section 160(c) 2 of the Internal Revenue Code.
Section 2. Distribution of Assets. Upon dissolution of this corporation, its assets remaining after payment or provision of payment of all debts and liabilities shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code or shall be distributed to the federal government or a state or local government for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Ohio.
ARTICLE 7. INDEMNIFICATION
Section 1. Indemnification. Each member, officer, trustee, agent, employee, or volunteer of this corporation and any member, officer, trustee, agent, employee, or volunteer of any other corporation serving as such at the request of this corporation shall be indemnified by this corporation under the standards set by and to the fullest extent allowable under Section 1702.12(E), Ohio Revised Code, as the same shall be amended from time to time.
The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, vote of members or disinterested members of this corporation or otherwise.
REACHIGHER CODE OF REGULATIONS
APPROVED DECEMBER 20, 2007
APPROVED FEBRUARY 20, 2008
REVISED AUGUST 4, 2009
REVISED AUGUST 3, 2010
REVISED AUGUST 2, 2011