Bylaws and Regulations

of Visit Dublin Ohio

A NONPROFIT CORPORATION

As amended December 13, 1988; March 14, 1989; December 8, 1992; October 14, 1993; January 18, 1994; March 11, 1997; May 12, 1999; July 12, 2000; May 9, 2001; October 8, 2003; November 1, 2005; August 9, 2006; December 8, 2008; February 8, 2011; January 2014; June 2019; October 2020; March 2021; January 2022.

 

ARTICLE I. OFFICES

Section 1.     Principal Office.     The principal office of the corporation in the State of Ohio shall be located in the City of Dublin, County of Franklin.

Section 2.     Other Offices.     The corporation may have such other offices, either within or without the County of Franklin, State of Ohio, as the board of trustees may determine or as the affairs of the corporation may require from time to time.

 

ARTICLE II. BOARD OF TRUSTEES

Section 1.     General Powers.     The affairs of the corporation shall be managed by its board of trustees.

Section 2.     Number, Tenure, and Qualifications.     The number of trustees shall be fifteen (15). Each trustee shall hold office for the term designated by these Regulations, or until his/her successor is elected, or until his/her earlier resignation, removal from office, or death.  Additional qualifications for the trustees shall be as follows:

  1. Two individuals (not members of City Council) shall be appointed by the Dublin, Ohio, City Council for a term of three (3) years. They will serve on the board for not more than two (2) consecutive appointments.
  2. Two individuals shall be appointed by the remaining members of the Board of Trustees of the corporation to serve as an at-large Corporate Representative. These individuals will serve for a term of two (2) years.
  3. Two individuals shall be appointed by a consensus of the general managers of all hotels/motels operating within the City of Dublin (proper), Ohio, for a maximum of two terms for two (2) years each term.
  4.  Two individuals shall be appointed, by the remaining members of the board of trustees of the corporation, from the area attractions for a term of two (2) years.  
  5. Two residents shall be appointed by the remaining members of the board of trustees from the at-large, Dublin (proper) community, and they will serve a two (2)-year term.
  6. Four individuals shall be appointed by the remaining members of the board of trustees of the corporation to serve as at-large trustees for a term of two (2) years. When choosing at-large members, the remaining members of the board of trustees should consider area attraction representatives, sports marketing representatives or corporate representatives who work in the area of meeting, association or reunion planning.
  7. One individual shall be appointed, by the remaining members of the board of trustees of the corporation, from the area restaurant/retail industries for a term of two (2) years.
  8. One individual from the staff of the city of Dublin shall serve as an ex-officio trustee. The individual can be either the city’s director of community relations or a designee of the city manager.
  9. In the event that there are not sufficient individuals interested in serving as an appointee of the board of trustees; under Sections 2 (A) through 2 (F), then the remaining members of the board of trustees shall, at their discretion, appoint for such term, those individuals who have expressed a willingness to serve on the Board of Trustees and are determined in the sole discretion of the Board of Trustees to be appropriate appointees.
  10. At the final meeting of the year, the board of trustees will appoint the appropriate individuals under Sections 2 (B) through 2 (G) to serve those terms beginning in January. All other terms will also begin in January, unless otherwise desired by the Dublin City Council.
  11. Members in two-year terms may serve a maximum of four terms (eight years), and members in three-year terms may serve a maximum of two terms (six years), before their service on the board expires. After a hiatus of two years, a member may be re-elected or appointed to the board. The only exception to the eight-year maximum is if the outgoing president has completed eight years, he/she can serve an additional year as past president.
  12. Attendance will be recorded for all members of the board for regular and executive committee meetings. Board members should strive to attend all scheduled meetings.

 

Section 3.     Regular Meetings.     A regular annual meeting of the board of trustees shall be held without other notice than this regulation. It will be the last regular meeting of the new year. The board of trustees shall have such other additional meetings as may be determined from time to time.

Section 4.     Special Meetings.      Special meetings of the board of trustees may be called by the President, any Vice President, or any two trustees. Special meetings of the trustees shall be held at the principal office of the corporation within the state of Ohio.

Section 5.     Written Notice.     Written notice of the time and place of each meeting of the trustees shall be given to each trustee either by personal delivery, email, mail or fax at it least two (2) days before the meeting. Any trustee may waive notice of the time and place of any meeting of the trustees, either before or after the holding of the meeting. The waiver shall be in writing and filed with or entered upon the records of the meeting.

Section 6.     Quorum.     A majority of the trustees in office constitutes a quorum.

Section 7.     Manner of Acting.     The act of a majority of the trustees present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles or these regulations.

Section 8.     Vacancies.     The remaining trustees, though less than a majority of the whole-authorized number of trustees, may by the vote of a majority of their number, fill any vacancy in the board for the unexpired term.

Section 9.     Compensation.     Trustees as such shall not receive any stated compensation for their services, but by resolution of the board of trustees, any trustee may be indemnified from expenses and costs, including attorney’s fees, actually and necessarily incurred by him/her in connection with any claim asserted against him/her by action in court or otherwise, by reason of his/her being or having been such trustee, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

 

ARTICLE III. OFFICERS

 

Section 1.     Officers.     The officers of the corporation shall be a president, president-elect, one or more vice presidents, a secretary, a treasurer, and such other offices as may be elected in accordance with the provisions of this article. The board of trustees may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of trustees. Any two or more offices may be held by the same person. Only trustees may be selected as officers.

Section 2.     Election and Term of Office.     The officers of the corporation shall be elected annually by the board of trustees at the regular annual meeting of the board of trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the board of trustees. Each officer shall hold office until his/her successor shall have been duly elected and shall have been qualified.

Candidates for president must be members of the executive committee. The president shall be elected to a term of two consecutive one-year terms, and serve as president for a maximum of two years.

Section 3.     Removal.     Any officer elected or appointed by the board of trustees may be removed by the board of trustees with or without cause whenever in its judgment the best interests of the corporation would be served thereby.

Section 4.     Vacancies.     A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of trustees for the unexpired portion of the term.

Section 5.     President.     The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the board of trustees. He/she may sign with the secretary or any other proper officer of the corporation authorized by the board of trustees, any deeds, mortgages, bonds, contracts, or other instruments that the board of trustees have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of trustees or by these bylaws or by statute to some other officer or agent of the corporation, and, in general, he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of trustees from time to time.

Section 6.   President-Elect.  The president-elect shall serve as first voluntary assistant to the president of Visit Dublin Ohio, performing duties of the president in the absence of that officer, and shall have whatever other duties the president assigns him/her. The president-elect serves as a member of the Executive Committee and assumes office of the president at the beginning of the next available term.

Section 7.     Secretary.     In the absence of the president, or the President-Elect, or in the event of the president’s or President-Elect’s inability or refusal to act, the Secretary shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president.

The secretary shall oversee the process of the following; keep the minutes of the meetings of the members and of the board of trustees in one or more books provided for that purpose; see that all notices are duly give in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each trustee, which shall be furnished, to the secretary by such trustee; and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the board of trustees.

The secretary shall oversee the duties of the nominating committee, keep current records of the board members, their length of service and their term limits; ensure that all parties are informed of upcoming board vacancies; keep all resumes or requests from interested individuals seeking positions on the board of trustees; conduct the election process for board members. Proper notice must be given to the board during the January meeting of the upcoming vacancies.

The resumes or requests from interested individuals should be available at the March meeting of the board of trustees.

Election of new board members should be held the last meeting of the board of trustees.

Section 8.     Treasurer.    The Treasurer shall oversee the duties of the budget committee and periodically chair meetings. Other members of the board of trustees may chair this committee. The Treasurer need not be an elected member of the Board of Trustees.

If required by the board of trustees, the treasurer shall file a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the board of trustees shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; oversee the process of receiving and giving receipts for monies due and payable to the corporation from any source whatsoever, and depositing of all monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of trustees; and, in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the board of trustees.

Section 9.     Assistant Treasurers and Assistant Secretaries.     If required by the board of trustees, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of trustees shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the board of trustees.

Section 10. Emeritus Members of the Board of Trustees.      Once the term of a president, past president or past officer of the Board of Trustees has expired, the Board of Trustees may vote, at their discretion, to re-appoint the president, past president or past officer to an Emeritus position for a term of two years.  The Board may then continue to re-appoint the president, past president or past officer every two years, in so much as they believe said person is a contributing member.  The Emeritus appointee shall serve on the Executive Committee and Board of Trustees as a non-voting member.

 

ARTICLE IV. PRESIDENT & CEO

 

Section. 1     President & CEO.     The board of trustees shall hire a President & CEO to assist in and oversee the day-to-day operation of the corporation. The President & CEO shall have such qualifications as are determined by resolution adopted by a majority of trustees in office.

Section 2.     Compensation.     The President & CEO shall receive such compensation as is determined by resolution adopted by a majority of trustees in office.

Section 3.     Term.     The President & CEO shall serve at the pleasure of the board of trustees.

Section 4.     Duties.      The President & CEO shall be responsible for assisting the officers in the business and affairs of the corporation and for overseeing and supervising the day-to-day operations of the corporation. The President & CEO may, with approval by the majority of trustees in office, hire such additional employees as are deemed necessary to accomplish the purposes of the corporation. The President & CEO shall be an ex officio non-voting member of the executive committee and shall be an ex officio non-voting member of the board of trustees. The President & CEO shall perform such other duties as from time to time may be assigned to him by the president or by the board of trustees.

 

ARTICLE V. COMMITTEES

 

Section 1.     Executive Committee.     The board of trustees by resolution adopted by a majority of the trustees in office may designate an executive committee consisting of the four (4) officers (President, President-Elect, Treasurer and Secretary), plus the immediate past president, and, in ex officio capacity, the President & CEO, which committee, to the extent provided in said resolution, shall have and exercise the authority of the board of trustees in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of trustees or any individual trustee of any responsibility imposed on it or him/her by law. The executive committee shall act only in the interval between the meetings of the trustees and shall be subject to the control and direction of the trustees. One of the two hotel representatives shall be placed on the Executive Committee as well.

Section 2.     Other Committees of Trustees.     The board of trustees by resolution adopted by the majority of the trustees in office, may designate one or more committees, each of which shall consist of three or more trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the board of trustees in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of trustees, or any individual trustee of any responsibility imposed on it or him/her by law. Each committee shall serve at the pleasure of the trustees, shall act only in the intervals between meetings of the trustees, and shall be subject to the control and direction of the trustees. Any ex-officio or non-voting member may serve, and have a vote on a designated committee, but are not entitled to a vote on the full board of trustees.

Section 3.     Other Committees.     Other committees not having and exercising the authority of the board of trustees in the management of the corporation may be designated by a resolution adopted by a majority of the trustees present at a meeting at which a quorum is present. The president of the corporation shall appoint the members thereof and shall have the authority to remove any person so appointed whenever, in his/her judgment, the best interests of the corporation shall be served by such removal.

Section 4.     Term of Office.     Each member of a committee shall continue as such until the next annual meeting if the board of trustees of the corporation or until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 5.     Chairman.     One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. The designated chairperson must be a member of the Board of Trustees.

Section 6.     Vacancies.     Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Members of any committee are not required to be members of the Board of Trustees.

Section 7.     Quorum.     Unless otherwise provided in the resolution of the board of trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 8.        Rules.      Each committee may adopt rules for its own government not inconsistent with these regulations or with rules adopted by the board of trustees

 

ARTICLE VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section 1.     Contracts.     The board of trustees may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these regulations, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2.     Checks, Drafts, or Orders for Payment.     All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of trustees.  In the absence of such determination by the board of trustees, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.

Section 3.     Deposits.     All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of trustees may select.

Section 4.     Gifts.     The board of trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the corporation.

 

ARTICLE VII. MISCELLANEOUS

 

Section 1.     Books and Records.     The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of trustees and committees having any of the authority of the board of trustees, and shall keep at the principal office a record giving the names and addresses of the trustees. All books and records of the corporation may be inspected by any trustee, or his/her agent or attorney, for any proper purpose at any reasonable time.

Section 2     Audit.     The books and records of account of the corporation shall be reviewed every other year as mandated by the state of Ohio within 120 days of the end of the calendar year in accordance with a general accounting firm selected by the board of trustees.

Section 3.     Calendar Year.     The calendar year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Section 4.     Waiver of Notice.     Whenever any notice is required to be given under the provisions of the Ohio Nonprofit Corporation Law or under the provisions of the articles or regulations of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the holding of such meeting, shall be deemed equivalent to the giving of such notice. The waiver, or waivers, in writing, shall be filed with or entered upon the records of the meetings.

 

ARTICLE VIII. AMENDMENTS
 

Section 1.     Power to Amend Regulations.     The regulations of this corporation may be amended, repealed, or added to, or new regulations may be adopted by affirmative vote or a majority of the voting trustees present if a quorum is present at a meeting duly called for the purpose according to the articles or regulations.

Section 2.     Power to Amend Regulations.     The Executive Committee shall review the Bylaws annually within 120 days of the end of the calendar year.