Code of Regulations
of the Friends of Viking Crew, Inc.

ARTICLE I
MEMBERS

SECTION 1. WHO ARE MEMBERS

All persons who graduated from Cleveland State University (“CSU”), including any of its graduate or professional facilities, and who were members of and rowed for the CSU Crew Club are Class “A” members of Friends of Viking Crew (“FoVC”). All Class A members who are current in their dues to FoVC, as established by resolution of the Board of Directors, are members entitled to vote.

All persons who served as coaches, riggers, or boatmen for the CSU Crew Club are Class “B” members. No Class B member shall, under any circumstances, be entitled to vote.

All interested persons who are desirous of supporting FoVC and its objectives, and who are not eligible for either Class A or Class B membership, may, upon acceptance by a majority vote of the Board of Directors, and upon paying such dues as are established by resolution of the Board of Directors, become Class “C” members, which are otherwise known as associate members. Class C members shall not under any circumstances be entitled to vote.

SECTION 2. MEETINGS

There will be an annual meeting of the membership each year, on the date of the annual Cleveland State Rowing Alumni Regatta, to be held at a time and place announced to the membership at least thirty (30) days in advance, by the President. Officers and Directors will be elected at this meeting, and reports from such officers, directors and committee chairs as are required by this Code of Regulations, by bylaw, or by law, shall be given.

Special Meetings of the members may be held from time to time, whenever called by the President. The President of Secretary shall call a meeting at any time upon the written request of two of the Directors, or by any ten (10) members entitled to vote. All meetings of the membership shall be held at the office of the Corporation in the City of Cleveland, Cuyahoga, County, Ohio or at such other place within or without the State of Ohio, as the President may determine from time to time and as may be held through any means of communication equipment if all persons participating can hear each other.

SECTION 3. NOTICE

Notice of any special meeting of the membership shall be mailed, transmitted by facsimile, or emailed to each Class A and Class B member addressed to him at his residence or usual place of business, or his usual electronic mailing address at least two (2) days prior to holding of such meeting. Every such notice shall state the time and place of the meeting, but shall not be required to state the purpose thereof, except as provided in Section 4 Article II, or in Article VI. Notice of any meeting of the membership need not be given to any member, however, if waived by him in writing and such waiver is filed with the Secretary either before or after the holding thereof, or if he shall attend such meeting without protesting, prior to or at the commencement of such meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

SECTION 4. QUORUM

At meetings of the membership a majority of the members entitled to vote shall constitute a quorum, but less than a quorum present may adjourn such meeting. Except otherwise provided by law or in this Code of Regulations, any business may be transacted at any meeting of the membership at which a quorum is present and the act of a majority of the members entitled to vote present at a meeting at which a quorum is present shall constitute the act of membership.

ARTICLE II
BOARD OF DIRECTORS

SECTION 1. NUMBER OF DIRECTORS; QUALIFICATION; TERM

All of the authority of the Corporation shall be exercised, and all of the property and assets of the Corporation shall be managed and controlled, by the Board of Directors, except as otherwise provided herein or by Chapter 1702, Ohio Revised Code. The number of Directors shall be six (6). A person receiving monetary consideration for full time or part time services as a staff member of the Corporation shall not be eligible for election as a member of the Board of Directors.

SECTION 2. ELECTION OF DIRECTORS

The initial Board of Directors shall be selected by the incorporators. At each annual meeting, thereafter, successors to the Directors shall be elected, by the members present and entitled to vote, to hold office for a term of one year. Nominations of Directors shall be made by the Directors at the annual meeting. The six (6) nominees receiving the greatest number of votes shall be elected. A Director shall continue to hold office for the term specified and until his successor is elected and qualified. A Director shall be eligible for reelection upon nomination as herein provided.

SECTION 3. VACANCIES

The office of a Director shall become vacant if he dies or resigns, which resignation shall take effect immediately or at such other time as said director resigning may specify. The remaining Directors, though less than a majority of the whole authorized number of Directors, may, by a vote of the majority of their number, fill any vacancy shall serve until the expiration of the term and until his successor is elected and qualified.

SECTION 4. REMOVAL

All of the Directors or any individual Director may be removed from office by the vote of a 75% of the members entitled to vote present at a meeting of such members called for the purpose of removing Directors, if a quorum is present. Such removal shall create a vacancy or vacancies on the Board.

SECTION 5. COMPENSATION

Directors shall not receive any salary or other compensation for their services as Directors, nor shall the receive compensation from the Corporation in any capacity.

SECTION 6. ANNUAL MEETING; SPECIAL MEETINGS

The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members in each year and no notice of such meeting shall be required to be given. Special Meetings of the Board of Directors may be held from time to time, whenever called by the President. The President or Secretary shall call a meeting at any time upon the written request of two (2) Directors. All meetings of the Board of Directors shall be held at the office of the Corporation in the City of Cleveland, Cuyahoga, County, Ohio or at such other place within or without the State of Ohio, as the President or the Board of Directors may determine from time to time and as may be held through any means of communication equipment if all persons participating can hear each other, or otherwise perceive each other’s comments (such as, through instant messaging).

SECTION 7. NOTICE

Notice of any meeting of the Board of Directors shall be mailed, transmitted by facsimile, or emailed to each Director addressed to him at his residence or usual place of business, or his usual electronic mailing address at least two (2) days prior to the holding of such meeting. Every such notice shall state the time and place of the meeting, but shall not be required to state the purpose thereof, except as provided in Article VI. Notice of any meeting of the Board of Directors need not be given to any Director, however, if waived by him in writing and such waiver is filed with the Secretary either before or after the holding thereof, or if he shall attend such meeting without protesting, prior to or at the commencement of such meeting. Notice need not be given of the time and place to which a meeting is recessed if same are fixed and announced at such meeting.

SECTION 8. QUORUM

At meetings of the Board of Directors a majority of the Directors in office shall constitute a quorum, but less than a quorum present may adjourn such meeting. Except otherwise provided by law or in this Code of Regulations, any business may be transacted at any meeting of the Board of Directors at which a quorum is present and the act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors.

SECTION 9. BY-LAWS AND COMMITTEES

For the government of its actions, the Board of Directors may adopt bylaws consistent with the Articles of Incorporation and the Regulations, and may create such standing committees as the Directors, in their discretion, deem necessary and proper for the discharge of the Corporation’s duties. A member of any class may be a member of a committee; however, only a member entitled to vote may be selected as a chair of a committee.

SECTION 10. ACTION WITHOUT MEETING

Any action which may be authorized or taken at a Directors’ meeting may be authorized or taken without a meeting in writing or writings signed by all of the Directors who would be entitled to notice of a meeting of the Directors held for such purpose, and such writing or writings shall be made part of the records of the Corporation.

ARTICLE III
OFFICERS

SECTION 1. GENERAL

The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The President shall be chosen from among the members entitled to vote. The President shall serve as Chairman of the Board of Directors. The Chairman shall not have a vote on the Board of Directors, except in the event of a tie vote on a motion, in order to cast the tie-breaking vote.

SECTION 2. ELECTION AND TERM OF OFFICE

The Officers shall be elected by the members entitled to vote at the Annual Meeting. If for any reason such meeting is not held in any year, the Officers shall be elected at the next meeting of the members. Vacancies may be filled or new officers created and filled at any meeting of the Board of Directors. Each Officer shall hold office until the next Annual Meeting and until his successor shall have been elected and shall have been qualified, or until his earlier death, resignation or removal.

SECTION 3. PRESIDENT

The President shall be the principal representative of a spokesman for the Corporation. The President shall preside at all meetings of the Board of Directors. He shall have general charge and supervision of the business and affairs of the Corporation, and shall do and perform such other duties as may be assigned to him from time to time by the Board of Directors.

SECTION 4. VICE-PRESIDENT

At the request of the President, or in the event of his absence or disability, the Vice-President, at any time and from time to time, may perform any and all duties of the President, and shall have such other duties as the Board of Directors may from time to time determine.

SECTION 5. SECRETARY

The Secretary shall keep minutes of all proceedings of the Board of Directors and of members, and shall made proper record of same; give notice of meetings of Directors and members; keep such books, as may be required by law or the Board of Directors; and perform such other duties as may from time to time be assigned by the Board of Directors or by the President. All books and papers pertaining to his office shall for reasonable and proper purpose, be subject to any reasonable time to the inspection of any Director or member, and, on the expiration of his term of office, he shall deliver all books, papers, and other property of the Corporation, in his possession or under his control, to the President or to his successor in office; and, in general, he shall perform all duties pertaining to such office which may be required by the President of the Board of Directors.

SECTION 6. TREASURER

The Treasurer shall have general supervision of all finances; he shall receive and safely keep all moneys and chooses in action belonging to the Corporation and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. He shall keep proper books of account and keep accurate account of the finances of the Corporation, and shall present a statement of profit and loss and surplus, including summary of profits and other changes in the surplus, including a summary of profits, and other changes in the surplus account of the Corporation, and a balance sheet containing a summary of the assets and liabilities, stated capital and surplus, as of the close of its fiscal year, at the annual meeting of the members. The financial statement shall be signed by the President or the Vice-President and the Treasurer. Upon the expiration of his term of office, the Treasurer shall deliver all moneys, books, papers, and other property of the Corporation in his possession or under his control, to his successor in office.

SECTION 7. REMOVAL OR DELEGATION

Any elected Officer shall be subject to removal by the Board of Directors at any time, for good cause shown. In the case of removal of the President, he, in his capacity as Chairman of the Board, shall not have a vote, even in the event of a tie. In case of th absence of any officer of the Corporation, the Board of Directors may, without removal delegate powers and duties of such officer to any other officer, or suitable member selected by the Board of Directors for such period as the Board of Directors may deem proper, subject, however, to any limitations herein contained and only to the extent permitted by law.

ARTICLE IV
FINANCE

SECTION 1. AUTHORITY TO RECEIVE

The Corporation may receive gifts, bequests, devises, legacies and donations, whether restricted or unrestricted, and for such purposes as are within the general scope of its corporate purposes and objectives, and upon such acceptance, shall expend and administer such contributions in accordance with the terms and conditions of such gift, bequest, devise, legacy and donation.

SECTION 2. DEPOSITS AND INVESTMENTS

The funds of the Corporation shall be deposited in such banks or other financial institutions as may be designated by the Board of Directors, and to the extent all or a portion of such funds may not be required for current operations of the Corporation such funds may, subject to the limitations and conditions contained in any gift, devise or bequest, be invested in such mortgages, bonds debentures, shares of preferred and common stocks and other securities, and in such other manner as the Board of Directors may direct in conformity with the law; provided, however, that no purchase, sale, mortgage or lease of real property shall be authorized by less than a majority of the whole number of Directors. The Board of Directors shall prescribe suitable regulations for the safekeeping of such securities.

SECTION 3. AUDIT

Financial transactions of the Corporation and its books of accounts shall be audited at least annually by a certified public accountant, selected annually by the Board of Directors.

SECTION 4. CHECKS

All checks, drafts and orders for the payment of money of the Corporation shall be signed by such officers with such number of signatures as the Board of Directors may specify by resolution.

SECTION 5. BOND

The Board of Directors may require the Treasurer or any other officer, agent or employee of the Corporation to give a bond for the faithful discharge of his duties in such amount and with such surety or sureties as it shall determine.

ARTICLE V
MISCELLANEOUS

SECTION 1. FISCAL YEAR

The fiscal year of the Corporation shall commence the first day of each year and end on the 31st day of December of the succeeding year.

SECTION 2. WAIVER OF NOTICE

Any notice to be given by the Code of Regulations may be waived by the person entitled thereto.

SECTION 3. AUTHORITY

Robert’s Rules of Order (Latest Revision) shall govern the meetings of the members, Directors, and the Committees of this Corporation to the extent such Rules of Order are not inconsistent with this Code of Regulations.

SECTION 4. GRAMMAR

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the persons referred to may require.

ARTICLE VI
AMENDMENTS

At any meeting of the members at which at least two-thirds of the members entitled to votes are present in person or by proxy, this Code of Regulations may be altered, amended or repealed by a two-thirds vote of the members entitled to votes present at the meeting, provided the notice of the meeting sets forth the proposed alteration, amendment, or repeal. Notice of such meeting shall be served personally, or by mail, by facsimile transmission, or by electronic mail, on such members not less than ten days before such meeting. Changes in the Code of Regulations may be proposed by the recommendation of any ten (10) members entitled to vote thereon, a majority of the Board of Directors, or upon recommendation in writing of any two (2) Officers.

ARTICLE VII
INDEMNIFICATION AND LIMITATION OF LIABILITY IN DAMAGES

Scope of Indemnification Payment of Expenses and Provision Insurance. This Article VII provides that the Corporation may or must indemnify, pay the expenses of, or purchase or maintain insurance for certain persons under certain circumstances. The Corporation shall not indemnify, pay the expenses of, or purchase or maintain insurance for any person in connection with an action or suit in which the liability of a Director under Section 1702.55 of the Ohio Revised Code (which imposes personal liability on Director who vote for an assent to certain statutorily proscribed distributions or loans of corporate assets or who knowingly receive a distribution made contrary to law or the Articles of Incorporation) is the only liability asserted.

a. Third Party Action Indemnification. Except as provided in Section 1 of this Article VII, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, including all appeals (other than an action, suit, or proceeding by or in the right of the Corporation), by reason of the fact that he is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, or officer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses (including attorneys’ fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation and that, with respect to any criminal action or proceeding, he had reasonable cause to believe his conduct was unlawful; the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, constitute such proof.

b. Derivative Action Indemnification. Except as provided in Section 1 of this Article VII, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, or officer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action or suit unless it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation, except that the Corporation shall indemnify him to the extent the court in which the action or suit was brought determines upon application that, despite the proof but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

c. Determinations of Indemnification Rights. Any indemnification under Section 2 or Section 3 of this Article VII (unless
ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the trustee, director, or officer is proper in the circumstances. The determination shall be made (a) by a majority vote of those Directors who in number constitute a quorum of the Directors and who also were not and are not parties to or threatened with any such action, suit, or proceeding or (b), if such a quorum is not obtainable (or even if obtainable) and a majority of disinterested Directors so directs, in a written opinion by independent legal counsel compensated by the Corporation or (c) by the court in which the action, suit, or proceeding was brought.

d. Advance of Expenses. Except as provided in Section 1 of this Article VII, expenses (including attorneys’ fees) incurred by the Directors or officer of the Corporation in defending the action, suit, or proceeding shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the trustee or officer in which he agrees both (a) to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation and (b) to cooperate with the Corporation concerning the action, suit, or proceeding.

e. Purchase of Insurance. Except as provided in Section 1 of this Article VII, the Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, and self-insurance, for or on behalf of any person who is or was a Director, officer, employee, agent, or volunteer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article or of the Ohio Nonprofit Corporation Law. Insurance may be purchased from or maintained with this person in which the Corporation has a financial interest.

f. Non-Exclusivity; Heirs. The indemnification provided by this Article VII shall not be deemed exclusive of, and shall not be in addition to, any other rights granted to a person seeking indemnification as a matter of law or under the Articles of Incorporation, this Code of Regulations, any agreement, vote of the disinterested Directors, any insurance purchased by the Corporation, any action by the Directors to take into account amendments to the Ohio Nonprofit Corporation Law that expand the authority of the Corporation in indemnify a director or officer of the Corporation, or otherwise, both as to action in his official capacity and as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

g. No Mandatory Indemnification of Volunteers. Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law shall not apply to the Corporation to the extent that it requires the indemnification of volunteers (as that term is defined in Section 1702.01(M) of the Ohio Nonprofit Corporation Law) other than Directors of officers of the Corporation or trustees, directors, or officers of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, employee benefit plan, or other enterprise serving at the request of the Corporation.

h. Limitation of Liability in Damages of a Director. Other than in connection with an action or suit in which the liability of a Director under Section 1702.55 of the Ohio Revised Code is the only liability asserted, a Director of the Corporation shall be liable in damages for any action he takes or fails to take as a Director only if it is proved, by clear and convincing evidence, in a court with jurisdiction that his act or omission was one undertaken with deliberate intent to cause injury to the Corporation or was one undertaken with the reckless disregard for the best interests of the Corporation.

ARTICLE VIII
BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, together with the membership book prescribed by Section 1702.13
of the Ohio Revised Code and minutes of the proceedings of its incorporators, Members, Directors, and committees. All books and records of the
Corporation may be examined:

i. by any Member, Director or the agent or attorney of either,

ii. by any court of law upon lawful order of said court, and
iii. as otherwise may be required by law,

for any reasonable and proper purpose and at any reasonable time consistent with the applicable provisions of the Ohio Revised Code, but
shall not otherwise be available to any other person in order to preserve the confidentiality of information pertaining to the affairs of
the Corporation, including, without limitation, the identity of donors and the amount of their contributions to the Corporation.

ARTICLE IX
CONFLICT OF INTEREST

Approval Requirements. Any Director, officer, employee, agent or volunteer of the Corporation, having and interest, direct or indirect, in a contract or other transaction which is presented to the Board or a committee thereof for authorization, approval or ratification shall give prompt, full and frank disclosure of his interest to the Board or committee prior to its acting on such contract or transaction. Such interested person shall not vote on, nor use his personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such interested person may not be counted in determining the existence of a quorum at any meeting where contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote taken and, where applicable, the abstention from voting and participation, and whether a quorum was present.

Annual Disclosure. The Board of Directors shall adopt policies and procedures relating to conflict of interest which, among other things, will require each Director, officer, employee, agent or volunteer designated by the Chairman to file, upon assumption of his duties and annually thereafter, statement disclosing any interest, direct or indirect, in any contract or other transaction between the Corporation and him or a corporation, partnership, proprietorship, firm, association or other entity in which he is a director, trustee, officer or employee or in which he has substantial financial interest as a shareholder, partner, owner or otherwise. Any conflict of interest listed on such a statement shall be disclosed to the Board if not previously so disclosed.

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