Bylaws

BYLAWS OF CINCINNATI PENDLETON ART CENTER FUND (the “Corporation”)

BOARD OF DIRECTORS

General Powers

  1. The business and affairs of the Corporation will be managed by or under the direction of the Board.

Number, Tenure and Quorum

  1. The Board will consist of three members, each of whom will be a natural person. Each Director will hold office until that Director’s successor is elected and qualified or until that Director’s earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. In order to transact business at a meeting of the Directors, a quorum of a majority of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

Regular Meetings

  1. Regular meetings of the Board will be held Monthly, either within or without the State of Ohio.

Special Meetings

  1. Special meetings of the Board may be called by or at the request of the President or by a majority of the Directors. The person or persons calling that special meeting of the Board may

fix any date, time or place, either within or without the State of Ohio, to be the date, time and place for holding that special meeting.

Notice

  1. Reasonable written notice of the date, time, and place of a special meeting of the Board will be given prior to the date set for that meeting. The written notice can be given personally, by mail, by private carrier, by telegraph, by telephone facsimile, or by any other manner as permitted by the Ohio Revised Code s.1701. The notice will be given by the Secretary or one of the persons authorized to call Directors’ meetings.
  2. If written notice is mailed, correctly addressed to a Director’s address as provided in the Corporation’s current records, the notice will be deemed to have been given to that Director at

the time of mailing. If written notice is sent by private carrier or if the written notice is sent by United States mail, postage prepaid and by registered or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the date shown on the return receipt. Otherwise notice is effective when received by a Director.

  1. Notice of any Directors’ meeting may be waived by a Director before or after the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be

delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The attendance of a Director at a meeting of the Board will constitute a waiver of notice of that

meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.

Action by Directors Without a Meeting

  1. Any action to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent

to it in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or

committee. This filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form.

Remote Communication Meetings

  1. Remote communication means any electronic communication including conference telephone, video conference, or any other method or forum currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other.
  2. A meeting of the Board may be held by any means of remote communication by which all

persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.

Vacancies and Newly Created Directorships

  1. When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual

meeting of the Board.

Page 2 of 13

  1. When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the Board.

Removal

  1. Any Director may be removed, with or without cause, by a majority of the Board then entitled to vote at an election of Directors at a special meeting of the Board called for that purpose.

Organization

  1. Meetings of the Board will be presided over by the President, or in the President’s absence by a Director chosen at the meeting. The person presiding at the meeting may appoint any person to act as secretary of the meeting.

Chair of the Board

  1. The Chair of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board.

Compensation

  1. The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board.

Presumption of Assent

  1. A Director of the Corporation who is present at a meeting of the Board will be presumed to have assented to an action taken on any corporate matter at the meeting unless:
  2. The Director objects at the beginning of the meeting, or promptly upon the Director’s

arrival, to holding the meeting or transacting business at the meeting;

  1. The Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or The Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting.

Page 3 of 13

  1. Any right to dissent or abstain from the action will not apply to a Director who voted in favor of that action.

COMMITTEES

Appointment

  1. The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
  2. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member.
  3. The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters:
  4. Adopting, amending or repealing any Bylaw of the Corporation.

Tenure

  1. Each member of a committee will serve at the pleasure of the Board.

Meetings and Notice

  1. The method by which Directors’ meetings may be called and the notice requirements for these meetings as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

Quorum

  1. The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

Action Without a Meeting

  1. The requirements and procedures for actions without a meeting for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

Resignation and Removal

  1. Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member of a committee may resign from the committee at any time by giving written notice to the Chair of the Board of the Corporation, and unless otherwise specified in the notice, the acceptance of this resignation will not be necessary to make it effective.

Vacancies

  1. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board.

Committee Rules of Procedure

  1. A committee will elect a presiding officer from its members and may fix its own rules of procedure provided they are not inconsistent with these Bylaws. A committee will keep regular

minutes of its proceedings, and report those minutes to the Board at the first subsequent meeting of the Board.

OFFICERS

Appointment of Officers

  1. The officers of the Corporation will consist of the president (the “President”), the treasurer (the “Treasurer”), the Bookkeeper (the “Bookkeeper”), and any other Officers and assistant officers as determined in these Bylaws or the Initial Articles of Incorporation or by the Board.
  2. The Officers will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting of the Directors as possible, if Officers have not already been appointed. No appointee may hold more than one office.

Term of Office

  1. Each Officer will hold office until a successor is duly appointed and qualified or until the Officer’s death or until the Officer resigns or is removed as provided in these Bylaws.

Removal

  1. Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that

person, if any, will not be prejudiced by the removal.

Vacancies

  1. The Board may fill a vacancy in any office because of death, resignation, removal,

disqualification, or otherwise.

President

  1. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the President will be:
  2. General management, supervision, and goal setting.

Treasurer

  1. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be:
  2. To distribute and safeguard the money.

Bookkeeper

  1. The Bookkeeper will perform the following duties:
  2. To keep accurate financial records.

Delegation of Authority

  1. The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in these Bylaws.

Page 6 of 13

LOANS, CHECKS, DEPOSITS, CONTRACTS

Loans

  1. Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts can be general or specific.

Checks, Drafts, Notes

  1. All checks, drafts, or other orders for the payment of money, notes, or other evidences of

indebtedness issued in the name of the Corporation must be signed by a designated Officer or

Officers, agent or agents of the Corporation and in a manner as will from time to time be

determined by resolution of the Board.

Deposits

  1. All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board.

Fiscal Year End

  1. The fiscal year end of the Corporation is December 31st.

Voting Securities Held by the Corporation

  1. An Officer or agent designated by the Board will, with full power and authority attend, act, and vote, on behalf of the Corporation, at any meeting of security holders or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At that

meeting, the delegated agent will have and execute any and all rights and powers incidental to

the ownership of the securities or interests that the Corporation holds.

Contracts

  1. The Board may give authority to any Officer or agent, to make any contract or execute and

deliver any instrument in the name of the Corporation and on its behalf, and that authority may

be general or specific.

Loans to Employees and Officers

  1. The Corporation may not lend money to, or guaranty any obligation of, or otherwise assist, any Officer or employee of the Corporation or of any subsidiary of the Corporation, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation.

Page 7 of 13

CONFLICT OF INTEREST

Purpose

  1. The purpose of the conflict of interest policy is to protect this tax-exempt Corporation’s interest

when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation 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.

Definitions

  1. Any Director, principal Officer, or member of a committee with governing Board delegated

powers, who has a direct or indirect financial interest, as defined below, is an interested person

(the “Interested Person”).

  1. A person has a financial interest (the “Financial Interest”) if the person has, directly or indirectly,

through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Corporation has a

transaction or arrangement;

  1. A compensation arrangement with the Corporation or with any entity or individual with

which the Corporation has a transaction or arrangement; or

  1. A potential ownership or investment interest in, or compensation arrangement with, any

entity or individual with which the Corporation 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. 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.

Procedures

  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose

the existence of the Financial Interest and be given the opportunity to disclose all material facts

to the Directors and members of committees with governing Board delegated powers

considering the proposed transaction or arrangement.

Page 8 of 13

  1. Determining Whether a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the

Interested Person, the Interested Person shall leave the governing Board or committee meeting

while the determination of a conflict of interest is discussed and voted upon. The remaining

Board or committee members shall decide if a conflict of interest exists.

  1. Procedures for Addressing the Conflict of Interest
  2. An Interested Person may make a presentation at the governing Board or committee

meeting, but after the presentation, the Interested Person shall leave the meeting during

the discussion of, and the vote on, the transaction or arrangement involving the possible

conflict of interest.

  1. The Chair of the governing Board or committee shall, if appropriate, appoint a

disinterested person or committee to investigate alternatives to the proposed transaction or

arrangement.

  1. After exercising due diligence, the governing Board or committee shall determine

whether the Corporation 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.

  1. 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 Corporation’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. Violations of the Conflicts of Interest Policy
  2. 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.

Page 9 of 13

  1. 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.

Records of Proceedings

  1. 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.

  1. 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.

Compensation

  1. A voting member of the governing Board who receives compensation, directly or indirectly,

from the Corporation for services is precluded from voting on matters pertaining to that

member’s compensation.

  1. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
  2. No voting member of the governing Board or any committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly, from the

Corporation, either individually or collectively, is prohibited from providing information to any

committee regarding compensation.

Page 10 of 13

Annual Statements

  1. Each Director, principal Officer and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person:
  2. Has received a copy of the conflicts of interest policy;
  3. Has read and understands the policy;
  4. Has agreed to comply with the policy; and
  5. Understands the Corporation is charitable and in order to maintain its federal tax

exemption it must engage primarily in activities which accomplish one or more of its taxexempt

purposes.

Periodic Reviews

  1. To ensure the Corporation 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:
  2. Whether compensation arrangements and benefits are reasonable, based on competent

survey information, and the result of arm’s length bargaining.

  1. Whether partnerships, joint ventures, and arrangements with management organizations

conform to the Corporation’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.

Use of Outside Experts

  1. When conducting the periodic reviews, the Corporation 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.

Page 11 of 13

The Bylaws have been duly adopted by the Corporation on this ________ day of ________________,

________.

_______________________________

Lori Wendling (Director)

_______________________________

Pam Houston (Director)

_______________________________

Joel Selmeier (Director)

Page 12 of 13

©2002-2026 LawDepot.com®

APPENDIX

Glossary

– Bylaws – the purpose of these bylaws (the “Bylaws”) is to provide rules governing the internal

management of the Corporation.

– Chair of the Board – Once a Board of Directors has been appointed or elected by the

Shareholders, the Board will then elect a chairman (the “Chair of the Board”). The Chair of the

Board will act to moderate all meetings of the Board of Directors and any other duties and

obligations as described in these Bylaws.

– Corporate Officer – A corporate officer (individually the “Officer” and collectively the

“Officers”) is any individual acting for or on behalf of the Corporation. An Officer of the

Corporation will usually be appointed to a specific task such as Chief Financial Officer, Chief

Operating Officer or other similar position. One person may hold several offices. The Officers

will manage the day-to-day operations of the Corporation and report to the Board of Directors.

– Principal Office – The Principal Office of the Corporation is the address designated in the

annual report where the executive offices of the Corporation are located.

– Principal Place of Business – The Principal Place of Business is the address at which the

Corporation conducts its primary business.

– Registered Office – The Registered Office is the physical street address within the state where

the registered agent can be contacted during normal business hours for service of process.

Page 13 of 13