member’s withdrawal, subject to repayment to the Council of the costs of any improvements made to such property during the Council’s possession or use of the same. Any contributed or owned real property may be removed by the withdrawing member only upon repayment to the Council of the costs of any improvements made to the property during the Council’s possession or use of the same.

Article III

Meetings

Section 1.The Council shall hold regular meetings at least four (4) times per calendar year. The Chair of the Board of Directors shall determine the location, date, time, and manner of these meetings.

Section 2.All meetings of the Council shall be held in accordance with the provisions of Ohio Sunshine Laws, and the provisions thereof regarding notice, and the conduct of meetings shall apply. The Council may call an executive session for the discussion of such subjects as are permitted by Ohio Sunshine Laws, provided any final action shall be taken in an open meeting.

Section 3.A copy of the agenda for each regular meeting shall be distributed to each Member and Associate Member at least three (3) business day prior to the holding of the regular meeting.

Section 4.Special meetings may be called by the Chair of the Board of Directors, or by a majority of the Board of Directors upon twenty-four (24) hours’ notice to all Members by letter, telephone, or electronic communications. Said notice shall specify the purpose of the meeting.

Section 5.A quorum shall be required for the holding of any meeting. A quorum shall consist of a majority of the Board of Directors. Voting shall be by Directors present, and no proxy or in absentia voting shall be permitted.

Section 6. Any meeting may be conducted through electronic means as determined by the Chair, provided such meeting complies with the Ohio Open Meetings Act.

Section 7. Any official action of the Board of Directors shall be by motion or written resolution and shall be passed by a majority of the Board of Directors, present and entitled to vote.

Section 8.Full and accurate minutes of all meetings shall be kept by the Board and the responsibility for taking meeting minutes shall be performed by the Executive Director or qualified designate. Minutes shall be disseminated to each Member and Associate Member within thirty (30) days of the meeting.

Section 9. The current edition of Robert’s Rules of Order shall govern procedure unless in conflict with the by-laws. In case of conflict, the bylaws shall prevail.