By-Laws

BY-LAWS OF THE TUSCARAWAS SOCIETY FOR CHILDREN & ADULTS, INC.

RAINBOW CONNECTION
REGISTERED TRADENAME

(formerly The Tuscarawas Easter Seal Society)
a not-for-profit corporation organized under the
applicable laws of the State of Ohio.
(Revised 8/15/2013)

ARTICLE 1

NAME

The name of the corporation is The Tuscarawas Society for Children & Adults, Inc.,
(hereinafter referred to as “the Society”). It will also be known by its trade name “The Rainbow Connection”, as well as by its two logos; the first is an abstract rendition of a rainbow with the words “Rainbow Connection” printed below. The second logo consists of a child and an adult standing under the Rainbow, also with “The Rainbow Connection” printed above. The Society is completely independent and is not affiliated with any other national, state, or local organization.

ARTICLE II

PHILOSOPHY, OBJECTIVES AND PROGRAM

SECTION 1. PHILOSOPHY. The following statements express the philosophy of this
Society:

A. This Society is a voluntary agency providing service to persons with medically related crises or disabilities and to their families.

B. This Society believes that persons with medically related crises or disabilities need to be involved in their community life and be accepted by their communities as individuals with rights and responsibilities.

C. To meet this need, this Society believes that services should be provided to help
persons with medically related crises or disabilities reach the maximum of their capabilities and secure opportunities for their education, training, and employment.

D. This Society believes it has a responsibility to help assure the adequacy and effectiveness of tax supported programs for persons with medically related crises or disabilities, as well as privately funded programs.

E. This Society believes that it is essential to preserve independence in the manner in
which it raises funds for support of its programs and to maintain the right to appeal
directly and independently to the public for support in conformity with accepted
standards of ethical fund raising.

SECTION 2. OBJECTIVES. The objectives of this Society shall be:

A. To assist persons with medically related crises or disabilities, or those facing financial difficulties due to a medical problem, along with their families, to find and make effective use of resources which will be helpful to them in resolving their situations.

B. To assist communities in the development of necessary and appropriate services for
persons with medically related crises or difficulties or disabilities.

C. To work with and for persons having medically related crises or difficulties and/or disabilities to assist them in obtaining their legal rights.

D. To create a climate of acceptance of persons with medically related crises or disabilities.

SECTION 3. PROGRAM.

A. In harmony with its stated objectives this Society shall:

1. Stimulate the development of such programs and services in health, welfare,
education, recreation and employment as are necessary for the rehabilitation of
persons with medically related crises or disabilities.

2. Stimulate the development of, and conduct, educational programs for all who are
concerned with services for persons with medically related crises or disabilities including professional personnel, parents, volunteers, and the public-at-large.

3. Encourage the use of volunteers in this Society.

4. Cooperate and counsel with other organizations and agencies concerning
appropriate activities relating to persons with medically related crises or disabilities and/or medical problems.

5. Conduct a locally organized telethon broadcast over the community cable
television network and other similar media sources as well as other fund raising activities deemed appropriate by the Society’s Board of Directors, (hereinafter referred to as The Board).

B. This Society shall not discriminate on the basis of age, race, color, creed, national
origin or disability with regard to receipt of services, appointment or election to
voluntary office, or hiring, for assignment to, or promotion in staff positions.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. CLASSES OF BOARD MEMBERSHIP (which shall consist of two classes).

A. ACTIVE MEMBERS (DIRECTORS)
The Board shall consist of not fewer than 10 or more than 15 Active members elected by a two-thirds majority of its active members (as opposed to Associate Board members described subsequently). There will be one additional member who shall be the person from the Board who serves as President of the Society.

All directors shall be elected from nominees submitted by the nominating committee or by Active Board members from the floor provided the consent of any such person has been obtained in advance.

If the number of nominations exceeds the number of vacancies to be filled, voting
on the nominees duly nominated in accordance with the preceding provisions shall be by secret ballot. Those nominees receiving the greatest number of votes to the extent of the vacancies to be filled, shall be elected for Board membership.
If two (2) or more nominees receive the same number of votes for the last vacancy to be filled, then one or more new ballots shall be cast among the tying nominees until one of them receives a majority vote.

B. ASSOCIATE MEMBERS.
Associate Board membership is reserved for those individuals who cannot, for whatever reason, make the necessary time commitment for Active Board membership, but who desire and are able to make significant contributions to the
functions of The Society. All Associate members shall be nominated by the Nominating Committee or by Active Board members from the floor provided the consent of any such person has been obtained in advance.

There shall be no limit to the number of Associate Board members. Nominees for Associate membership shall be elected by a two-thirds majority of the Active Board members. Associate members may attend regular Board meetings but are not able to cast votes on matters requiring a Board decision. They may, however, make comments during a discussion on a particular subject with the intent of obtaining Active Board member support for their viewpoint.

Associate Board members may be previous Active Board members but are not required to have held an Active Board membership position.

SECTION 2. QUALIFICATIONS.

An Active Board member who has served a full term of three (3) years shall be eligible for an unlimited number of subsequent three-year terms as desired by that member. Such eligibility, however, is contingent on Executive Board approval and may be denied by a two-thirds majority vote, based on that Board member’s past effectiveness in that capacity.

Active Board members may hold the office of Treasurer, but may not hold the position of Executive Director or fund raising Secretary if these are paid positions as approved by the Board.

Associate Board members may not hold officer positions or the positions of Executive Director or fund raising secretary.

SECTION 3. VACANCIES AND ATTENDANCE.

Any Board member who has three (3) consecutive absences from regular meetings of the Board, beginning with the first meeting subsequent to his election, shall be considered as having resigned his position unless the Executive Board excuses one or more of the absences. In the event a person already serving as a Board member shall become president of the Society, then, in order to maintain a full Board of not fewer than 10 nor more than 15 members a vacancy shall be deemed to exist which may be filled by the Board for the period of such person’s term of office as President.

SECTION 4. MEETINGS.

Board meetings shall generally be held monthly on the second Thursday and shall be held not fewer than four (4) times per year. Board meetings may also be called or the dates changed by the president or by the written request of one-third or more of the Active Board members. Notice of the time, place, and in the case of a special meeting, the purpose thereof, shall be given by the Executive Director of the Society to each Board member not less than three (3) days before the specified date of such meeting by whatever route of communication most expedient and appropriate.

SECTION 5. POWERS.

The Board, subject to these bylaws, shall exercise all corporate powers and conduct, manage, and control the affairs and property of this Society. It shall cause the books and financial statements of this Society to be reviewed annually by an independent certified public accountant and, upon request of the Board, shall have an annual financial statement prepared. It shall have power to receive, use, hold, invest, and reinvest gifts, bequests, devises, grants, or funds from whatever source and use the same or the proceeds thereof for this Society or any of its activities, or as specifically designated. All Board members are required to be active in functions, fundraising, and meetings on behalf of the Tuscarawas Society for Children and Adults, Inc.

SECTION 6. QUORUM AND VOTING.

A quorum for the transaction of business shall exist whenever a majority of the Board is present in person or by proxy. Each director shall be entitled to one vote, to be cast in person or by proxy. Unless a greater vote is required by these bylaws, any proposal to come before the Board shall be deemed to be adopted upon the affirmative vote of the majority of the directors present and voting, a quorum being present. Associate Board members shall not be considered in the calculation to determine if a quorum is present. The President will cast a vote pertaining to Board decisions only when the vote ends in
a tie.

SECTION 7. CONFLICT OF INTEREST.

When business relationships exist between members of the Board, its staff, or members of the immediate families of any of the foregoing, (a) the fact and circumstances of each such business relationship shall be disclosed annually to the Board and (b) the affected director or officer shall remove himself from any vote or use of his authority as a director or officer that could further any such business relationship.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER AND TERM.

The officers of this Society shall consist of a President, Vice President, a Treasurer, all of whom shall be elected from the Board, and an Executive Director who may not be a member of the Board. Said officers shall be elected to serve until the beginning of the next fiscal year and until their successors shall have been elected and qualified. The President and Vice President may succeed themselves in office for one additional one-year term, if duly qualified and elected. The Treasurer may succeed himself/herself in office for more than one term pending Executive Board approval. The Board may also appoint an Office Assistant and/or an Assistant Treasurer who shall serve at the pleasure of the Board and who need not be a member of the Board. All officers shall be elected from nominees submitted by the Nominating Committee or persons nominated from the floor, provided the consent of the person has been obtained in advance. All officers must be Active Board members, except for the Executive Director, Secretary or Assistant Treasurer.

SECTION 2. QUALIFICATIONS.

No salaried employee of any other benevolent organization shall be eligible to serve as officer of this Society, except as Executive Director, Office Assistant, or Assistant Treasurer.

SECTION 3. REMOVAL FROM OFFICE.

Any officer may be removed from office for cause by the affirmative vote of not less than two-thirds of the members of the Board.

SECTION 4. VACANCIES.

Any vacancies in any office of this Society arising from any cause shall be filled for the unexpired term by election of the Board.

SECTION 5. DUTIES OF OFFICERS.

A. PRESIDENT.
The President shall preside at all meetings of this Society and shall act as Chairman of the Board. The President shall be an ex-officio member of all committees, except the Nominating Committee, of this Society. The President shall perform such duties as usually pertain to such office or as may from time to time be assigned to him by the Board. The President shall be directly responsible to the Board and shall report to the Board all important matters pertaining to the welfare of this Society.

B. VICE PRESIDENT.
The Vice President shall perform the duties of the President in the President’s absence, and shall perform such other duties as the President or the Board may from time to time designate. In the case of the President’s inability to serve, resignation, removal from office or death, the Vice-President shall fill the unexpired term of the President.

C. TREASURER.
The Treasurer shall be responsible for all the funds and securities of this Society,
shall authorize the paying out of monies on such approvals and signatures as the Board may determine, shall be responsible for the maintenance of adequate books of account, shall present to the Board at each Board meeting financial statements of receipts and expenditures. At the close of the fiscal year (which is August 31st), the Treasurer shall present to the Board a financial report for the year, accompanied by a balance sheet and an income and expense statement reviewed
by an independent certified public accountant.

D. EXECUTIVE DIRECTOR.
The Executive Director shall attend and be responsible for the preparation and preservation of the minutes of all Board and committee meetings. The Executive Director shall serve ex-officio on such committees as may be appointed by the
President, except the Nominating Committee. The Executive Director shall give all notices which may be required by law or by these bylaws. The Executive Director may sign on behalf of this Society, with such other officers as are authorized by the Board, any and all contracts or agreements authorized by the Board. The Executive Director shall have charge of such books, documents and papers as the Board may determine and shall do and perform such other duties as may be assigned to him or her from time to time by the Board. The Executive Director may authorize the Office Assistant, if any, to perform or discharge any of the Executive Director’s duties or responsibilities.

ARTICLE V

COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1. APPOINTMENT AND TENURE.

The President shall appoint annually standing committees and such special committees as may be authorized by the Board for such period as may be necessary. Committee members shall serve until the designation of their successors, except as otherwise provided herein. The chairman of each committee shall be an Active member of the Board. Other committee members may be appointed from among the membership of the Board or from the list of Associate Board members. Each committee member, with the exception of ex-officio members and consultants, shall be entitled to vote at committee meetings.

SECTION 2. STANDING COMMITTEES.

The following committees, each of which should have a minimum of five (5) members, shall be appointed annually by the President. Except as otherwise provided herein, each committee’s recommendations shall be transmitted to the Board for action.

A. EXECUTIVE COMMITTEE.

The Executive Committee shall consist of 5 members, including the President, Vice President, and Treasurer. The other two members will be deemed consultants and will be chosen based on expertise by the President, Vice President, and Treasurer. The Society President will automatically serve as chairperson. This committee has the responsibility of overseeing decisions made concerning the continued and effective function of the Society within our community, as outlined in our mission statement. Such areas of interest shall include but not be limited to:

1.) Matters pertaining to Board membership including proposal of new Board
members, determination of eligibility of said proposals, as well as revocation of Board member status for performance deemed below the
Society’s standards.

2.) Determination of policies relating to employees of the Society, including
Executive Director and Treasurer.

3.) Matters of a legal nature affecting our relationship with present or potential clients, as well as the public in general.

4.) Policies adopted by The Society to assure efficient and equitable distribution of funds by the Board to individuals in need of aid.

5.) Procedural guidelines concerned with administrative function of the Society.

B. FINANCE AND BUDGET COMMITTEE.
The Finance and Budget Committee will consist of a minimum of four Board members plus the Treasurer. It shall be the responsibility of this committee to
supervise on behalf of the Board, all matters relating to investing of funds of the Society. It will also be responsible for the preparation of a budget of anticipated
revenue and expenditures for the coming year. Upon approval of the budget by the committee, the budget will be taken to the Board for final approval. It will
maintain a continuous and overall review of income and expenditures and shall make recommendations to the Board relating to the finances of the Society. Upon request of the Treasurer, it shall make recommendations to the Board concerning matters relating to fiscal management of the Society.

The Finance and Budget Committee, along with the President, shall have the authority to act on matters on behalf of the Board which can not be delayed until the next regular Board meeting.

It will be the responsibility of this committee to review special or large financial requests referred by the Board, and act upon the request so that it does not jeopardize the mission of the Society. All decisions by the Committee must be acted upon by the Board of Directors.

C. ASSOCIATE BOARD MEMBER/VOLUNTEER COORDINATING LIASON
This Board Member will be responsible for coordinating meetings and efforts of all Associate Board Members and Volunteers representing the Tuscarawas Society for Children and Adults, Inc.

D. PROPERTIES COMMITTEE
The Properties Committee will consist of 3 to 5 Board Members who meet on a regular basis on the budgetary planning, asset improvements, and future projects, of the Tuscarawas Society for Children and Adults, Inc.

E. NOMINATING COMMITTEE.
The Nominating Committee shall be a standing committee of this Society. The President shall appoint annually five (5) members from among the members of the Board, one of whom shall be designated as chairman. Neither the President nor the Executive Director shall serve as a member of the committee, either as an
appointee or ex-officio.

This committee shall have responsibility for nominating candidates for those positions on the Board which are to be vacated. It shall evaluate the participation of members of the Board who are eligible for re-election; analyze the composition of the Board and future needs; solicit, evaluate, recruit, and select candidates to serve as directors; and nominate one candidate for each directorship to be filled for the coming year based on appropriate qualifications. Nominations shall be submitted to the Executive Director thirty (30) days before the annual meeting of this Society at which time such nominations are to be acted upon.

The Nominating Committee shall also make recommendations to the Board for filling vacancies which occur between annual meetings.

F. COMMITTEE CHAIRPERSONS.
Committee Chairpersons shall be selected annually by the Board President, except
in the case of the Executive Committee, where the President will automatically serve as Chairperson.

SECTION 3. APPOINTMENT OF CONSULTANTS.

The President, with the approval of the Board, shall appoint to committees such consultants as are deemed necessary from time to time to execute the purposes and policies of this Society.

ARTICLE VI

INVESTMENT OF SOCIETY FUNDS

Procedures pertaining to investment of Society funds shall be outlined in a separate document entitled “Guidelines for Investment of Society Funds”. The Board shall periodically review and update these guidelines as it determines necessary, based on changes in financial market conditions.

ARTICLE VII

GUIDELINES FOR PROVIDING AID TO INDIVIDUALS

SECTION 1. AID CATEGORY

The Board may consider services or equipment within the broad and general scope of the Society’s mission. The Board’s decision concerning these matters are final and are not subject to appeal. The Board will abide by a general “Guidelines for Giving” document that will be reviewed on a regular basis.

SECTION 2. LIMITS TO FINANCIAL ASSISTANCE

The maximum amount of aid allowable per individual request shall be $7,500. Requests in excess of this shall be given consideration on a case by case basis and are subject to a majority vote by the Board of Directors. Requests for financial assistance in excess of $1,500 will be automatically referred to the Budget and Finance Committee for further review. Approval of such requests will be based on the current financial position of the Society, in addition to the usual guidelines for providing aid to individuals, as determined by the Board.

The Board shall consider individual requests for aid on a case by case basis, as outlined in The Appendix to the Bylaws entitled “Policies and Guidelines” (under separate cover).

All restricted funds will be applied toward applicable cases before those expenses are used from the general fund. Established restricted funds include: Hall, Greenwalt, Muscular Dystrophy, and Multiple Sclerosis funds. Additional restricted funds may be created as deemed necessary by the Board.

SECTION 3. AID FOR PRESCRIPTIONS.

A. In the event of an overall decline in the Society budget, such that prescription costs begin to comprise a larger than 45% portion of that budget, an across-the-board reduction in individual aid for prescriptions must be made, to avoid discontinuation of financial assistance to selected individuals. No new awards for prescription assistance shall be made unless the overall budget for prescription aid is below 45% of the total Society budget.

B. For clients who require continuing monthly aid for prescriptions, their financial status shall be updated in detail on a yearly basis and by obtaining a new financial analysis.

C. Any means of limiting financial exposure of the Society to requests for aid to purchase prescriptions shall be adopted upon a two-thirds affirmative vote by the Board assuming a quorum is present.

ARTICLE VIII

PROFESSIONAL ADVISORY COUNCIL

The President may appoint, if deemed necessary, a Professional Advisory Council of Individuals representative of various medical specialties and related professional fields to advise on broad fundamental policies related to the service programs of this Society, to advise on potential need for information to the professions, to make recommendations to the Program Committee, and to report to the Board.

ARTICLE IX

RULES AND PROCEDURES

Unless otherwise provided in these bylaws, “Robert’s Rules of Order Newly Revised” shall be observed as the rules of procedure for all meetings of the Board and the committees provided for in these bylaws.

ARTICLE X

FISCAL YEAR

The fiscal year of the Society shall begin on September 1st of each year and end on August 31st of the next succeeding year.

ARTICLE XI

USE OF NAME AND SYMBOLS OF SOCIETY

Even though our local society was for many years associated with The Easter Seal Society, it is hereby reaffirmed that the name Easter Seal Society and the stylized Easter Lily by which it is identified, are the lawful property of the National Easter Seal Society. Due to the fact that our Society disaffiliated with the State and National Easter Seal Societies on September 1, 1992, The Tuscarawas Society for Children & Adults will refrain from official use of The Easter Seal name and logo in the future.

ARTICLE XII

INDEMNIFICATION

This Society shall indemnify and all of its directors, officers, or staff or former directors, officers, or staff against all costs and expenses reasonable incurred by them or any of them in connection with the defense of any section, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors, officers, or staff (such expenses to include the cost of reasonable settlements made with a view toward curtailment of the cost of litigation) except in relation to matters as to which any such director, office, or staff shall be finally adjudged in such action, suit or proceedings to be liable for misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any agreement, or otherwise.

A portion of non-designated investment funds, held by the Society, shall be earmarked for legal defense of its Board members, for actions performed in the capacity of a Society Board member.

ARTICLE XIII

AMENDMENTS

These bylaws may be amended from time to time, or new bylaws adopted by the affirmative vote of not less than a majority of the Board.

The bylaws of The Tuscarawas County Society for Children & Adults, Inc., consist of the foregoing thirteen Articles.

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