NOTE: All Board members volunteer their time for this important issue – they do not receive any compensation.
APPROVED BY MEMBERSHIP ON SEPTEMBER 7, 2011
ARTICLE I – PURPOSE
A. Purpose. Killbuck Valley Landowners Association, Inc., an Ohio nonprofit corporation (the “Corporation”), has been formed for the following purposes: (1) to provide an organized forum for discussion of primarily oil and gas issues affecting landowners in Holmes and Coshocton Counties, Ohio; (2) to investigate and assist landowners in Holmes and Coshocton Counties, Ohio with the process of negotiation of potential landowner transactions involving the development of their mineral interests; and (3) such other matters as the Board of Trustees may deem necessary from time to time.
B. Assets of the Corporation. No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, any Trustee or officer of the Corporation, or any member of the Corporation or any other private individual (except the payment of reasonable compensation for service rendered and expenses incurred may be made), and no Trustee or officer of the Corporation, and no private individual, shall be entitled to share in the distribution of any of the Corporation’s assets upon dissolution of the Corporation.
ARTICLE II – MEMBERSHIP
A. Qualifications. The membership of this Corporation shall consist of all landowners who have committed all of their land in Holmes and Coshocton Counties, Ohio, to the oil and gas lease rights negotiations the Corporation may, from time to time, conduct on behalf of its members. To remain members in good standing, all such committed landowners must pay all assessments that the Board of Trustees may, from time to time, levy upon the membership to meet the expenses of the Corporation. Assessments shall be divided per acre and not per member. Whenever land has multiple owners, the owners shall all designate one of their number to be their representative member of the Corporation. Likewise, wherever land is owned by an entity (corporation, LLC, trust, etc.), then the entity shall select one person to be its representative member of the Corporation.
B. Membership Book. The Corporation shall keep a membership book containing the name and address of each member, and the date of admission to membership.
C. Termination. Any member who withdraws any part or all of their land in Holmes and Coshocton Counties, Ohio, from the negotiations to be conducted by the Corporation, or who has not paid any assessments levied by the Board of Trustees for more than 60 days, shall no longer be a member of the Corporation. Membership may be reinstated whenever corrective action is taken.
D. Expulsion of Members. Any member of the Corporation may be expelled at any time, with or without cause, by a majority vote of the Board of Trustees.
E. Powers and Duties. The members of the Corporation shall:
1. Elect Trustees as hereinafter provided.
2. Explain the purposes of the Corporation to others and seek to promote its growth.
ARTICLE III – MEETINGS OF MEMBERS
A. Annual Meetings. The annual meeting of the members of the Corporation shall be held within the first three months of each calendar year at such time and place as the Board of Trustees may from time to time determine for the purpose of electing Trustees and such other business as may come before the meeting.
B. Special Meetings. Special meetings of the members may be called by the President, or in the case of the President’s absence, death, or disability, by the Vice President, or by a majority of the Board of Trustees.
C. Notice of Meetings of Members. Notice of all meetings of members shall be given by the Secretary not fewer than (3) days before the date of such meeting. Notice shall state the time, place, and purposes of the meeting and may be given by telephone, email, fax, mail, publication, or by any other reasonable method. The attendance of any member shall be considered a waiver of notice of such meeting.
D. Voting. On each matter properly submitted to the members for the vote, consent, waiver, release, or other action, each Member shall be entitled to one vote for each acre in Holmes and Coshocton Counties which the Member has registered with the Corporation which are unencumbered by any oil or gas lease. Except as otherwise specifically provided in these Regulations, or as is required by law, any action approved by a majority of the votes present at a meeting at which a quorum is present shall be the action of the Corporation. Any member may attend through any electronic means which allows the member to hear the proceedings and to participate, as may be established from time to time by the Board of Trustees. Any member may also attend a meeting by written proxy given to another member, provided that a copy of the proxy shall be delivered to the Secretary before the meeting commences. The records of the Holmes and Coshocton County Auditors shall determine the number of acres owned by each member.
E. Quorum. The presence of a majority of the votes of all the members of the Corporation shall constitute a quorum for the transaction of business at any annual or special meeting of the Corporation.
ARTICLE IV – BOARD OF TRUSTEES
A. Number of Trustees and Term of Office. The Board of Trustees shall consist of not more than eleven (11) members. Each Trustee shall hold office for a period of one (1) year or until a successor has been elected and qualified by the members.
B. Termination. Unless otherwise excused by the Board of Trustees, failure to attend three (3) consecutive regular meetings of the Board of Trustees shall operate as a tender of resignation. Vacancies by death, resignation, refusal to serve, or otherwise, shall be filled for the expired term by a majority vote of the Trustees then serving. Such person shall remain a Trustee until the annual meeting of the members immediately preceding the expiration of his unexpired term and until his successor is elected and qualified.
C. Powers and Duties of the Board of Trustees.
1. Except as otherwise provided in the Articles of Incorporation, or in these Regulations, all the powers, duties, and functions of the Corporation conferred by the Articles of Incorporation, these Regulations, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by the Board of Trustees.
2. The Board of Trustees shall have general charge of the affairs, property, and assets of the Corporation. It shall be the duty of the Board of Trustees to carry out the aims and purposes of this Corporation, and to this end to manage, and control, all of its property or assets. Each Trustee shall serve in a fiduciary capacity.
3. The Board of Trustees may, from time to time, appoint, as advisors, persons and/or firms whose advice, assistance, counsel, and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation’s purposes.
4. The Board of Trustees is authorized to engage such persons, including an executive officer and assistants, attorneys, Trustees, and agent, as in its opinion are needed for the administration of the Corporation, and to pay reasonable compensation for services and expenses thereof.
D. Meetings.
1. An annual meeting of the Board of Trustees for the election of officers, and the transaction of such business as may properly come before the meeting, shall be held within 21 days following the annual meeting of members in each year. The Board of Trustees shall hold such regular meetings at such time and place as may be fixed by the Board or Trustees, or at such time and place as may be fixed by the President. Special meetings of the Board of Trustees may be called by the President, and shall be called by him upon the request of any two Trustees. A majority of Trustees shall constitute a quorum.
2. Notice of all meetings shall be given by the Secretary not less than one (1) day before the date of such meeting. The notice shall state the time, place, and purposes of the meeting and may be given by telephone, email, fax, mail, publication, or by any other reasonable method as may be determined by the Board of Trustees from time to time. At any meeting at which every Trustee shall be present, even though without any notice or waiver thereof, any business may be transacted. Presence at any meeting shall constitute a waiver of notice for that meeting.
3. Except as otherwise specifically provided in these Regulations, or as is required by law, any action approved by the affirmative vote of a majority of the Trustees present at a meeting at which quorum is present shall be the action of the Board of Trustees.
4. Meetings of the Board of Trustees may be held through any communications equipment, if all persons participating can hear each other, and such participation in a meeting shall constitute presence at such meeting, as may be determine by the Board of Trustees from time to time.
E. Miscellaneous.
1. The Board of Trustees shall take other appropriate actions to make the Corporation and its purposes known and to seek gifts to the Corporation from a wide segment of the population
2. To the extent permitted by the laws of the State of Ohio, neither the Board of Trustees nor any of its Trustees individually, shall be liable for the negligent acts or omission of an employee, agent, or representative selected with reasonable care, nor for anything the Board of Trustees may do, or refrain from doing, in good faith, including the following: errors in judgment, acts done or committed on advice of counsel, or mistakes of act or law.
3. The Board of Trustees shall authorize the Corporation to pay or reimburse any present or former Trustees, officers, or employees of the Corporation any judgments, fines, penalties, costs or expenses actually and necessarily incurred in any action, suit, or proceeding to which the present or former Trustee is made a party by reason of holding such position if the actions or omissions resulted from good faith and in a manner reasonably believed to be in, and not opposed to, the best interests of the Corporation; provided, however, that indemnification shall not be available if the present or former Trustee be finally adjudicated therein to be liable for negligence or misconduct in the performance of his duty to the Corporation. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. the Board of Trustees may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceeding, whether formally instituted or not.
4. The Board of Trustees of the Corporation may secure and maintain, at the expense of the Corporation, such policies of insurance as it may consider appropriate to insure any person who is serving or has served as Trustee, officer, or employee of the Corporation, or who is serving or has served at the request of the Corporation as a trustee, officer, or employee of another corporation against liability and expenses arising out of any claim or breach of duty, error, misstatement, misleading statement, omission or other acts done or attempted solely by reason of his being such Trustee, officer, or employee of the Corporation.
ARTICLE V – OFFICERS
A. Officers. The officers of the Corporation shall be a President, Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Trustees. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Trustees. Each officer shall serve a term of one (1) year or until a successor has been elected and qualified by the Board of Trustees.
1. President. The President shall be the chief executive officer of the Corporation and subject to the control of the Board of Trustees, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the Board of Trustees. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed. The President shall also perform such other duties as may be prescribed by the Board of Trustees from time to time.
2. Vice President. The Vice President shall act in the absence of the President and shall perform such other duties as may be prescribed by the Board of Trustees from time to time.
3. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices required by law are given; (c) be custodian of the corporate records of the Corporation; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to by the President or by the Board of Trustees.
4. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Trustees; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge all duties in such sum and with such surety or sureties as the Board of Trustees shall determine.
B. Removal. Any officer or agent may be removed by the Board of Trustees whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
C. 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.
ARTICLE VI – 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 members and the Board of Trustees.
ARTICLE VII – DISSOLUTION
Upon the dissolution of the Corporation, the assets shall be held and/or distributed for one or more non-profit purposes related to the purposes of the Corporation. Any assets not so disposed of shall be distributed to the Holmes County Educational Foundation or its successor.
ARTICLE VIII – AMENDMENTS
These regulations may only be amended or repealed by a majority vote of the Board of Trustees.
ARTICLE IX – MISCELLANEOUS
A. Conflicts. In the case of any conflict between the Articles of incorporation applicable to the Corporation and these Regulations, the Articles of Incorporation shall control.
B. Severability. The invalidity of any covenant, restriction, condition, limitation or any other provision of these Regulations, or of any part of the same, shall not impair or affect in any manner the validity, enforceability or effect of the rest of the Regulations.
C. Service of Notice on Devisees, Etc. Notices required to be given any devisees or personal representative of a deceased member may be delivered either personally or by mail to such party at his, her or its address appearing on the records of the court wherein the estate of such deceased member is being administered.
