A. Governing Body
The governing body of the Regional District shall be the Board of Trustees of the Regional District.
B. Composition
The District Board shall consist of 10 trustees. A Trustee’s primary residence must be located in a member area in which they were appointed. Should they move during their term and stay within the District, trustees shall finish their term with the District.
Board trustees may not serve as an elected official of the State of Ohio or any political subdivision of the State and may not be an employee of the District or the District' trustees. Trustees shall comply with provisions of Chapter 102, Ohio Revised Code.
A member can be removed, by the appointing authority for misfeasance, nonfeasance, or malfeasance in office. Prior to removing a member, the appointing authority (county commissioners, townships, and municipalities) shall notify the member of the facts supporting the proposed removal and shall provide the member an opportunity to appear before the appointing authority or at a public hearing held by the appointing authority and show cause why the member should not be removed from office.
The Board of Wood County Commissioners, member townships, and member municipalities shall each appoint 3 Trustees on staggered 3-year terms. The Henry County Commissioners shall appoint 1 member for a 3-year term. The Village of McClure shall be recognized as a voting municipal member and any municipality who becomes part of the Regional District by application pursuant to 6119.05 of the ORC or by merger pursuant to 6119.06 (Y) shall also be recognized as a voting municipal member. Providence Township, Lucas County, Ohio shall be recognized as a voting township member and any township who becomes part of the Regional District by application pursuant to 6119.05 of the ORC or by merger pursuant to 6119.06 (Y) shall also be recognized as a voting township member.
C. Board Officers
The officers of the District Board shall be Chairman, Vice Chairman, and Secretary; such officers shall be elected by the District Board from among the Trustees at the first meeting of each calendar year.
Chairman of the Board: The Chairman of the Board shall preside at all meetings of the Board and shall perform such duties as are usually incident to such office, or as may be prescribed by the Board. Committees may be appointed by the Chairman as necessary.
Vice Chairman of the Board: The Vice Chairman of the Board shall have such powers and duties as may be prescribed by the Board. In case of the absence or disability of the Chairman of the Board or when circumstances prevent the Chairman of the Board from acting, the Vice Chairman of the Board shall perform the duties of the Chairman of the Board. The Vice Chairman shall also chair the Board’s Governance Committee.
Secretary: The Secretary shall attend and keep the minutes of all meetings of the Board and distribute a copy thereof to each trustee of the Board; shall keep such books as may be required by the Board; shall give all notices of meetings of the Board and its committee; provided, however, that any person calling such meeting, at his/her option, shall give such notice; and shall have such powers and duties as may be prescribed by the Board. In the absence or disability of the Secretary, the Board may designate an interim secretary.
D. Staff Officers
The District will also have staff officer positions of: President/CEO and Chief Financial Officer and such other officers as the Board deems necessary. The President/CEO will be appointed by and report to the Board of Trustees.
President/CEO:: The president/CEO shall be the chief executive officer of the District, shall be employed by the resolution of the Board and shall have general supervision over the property, activities, and affairs of the District. The President shall (i) supervise, manage, and direct the employees of the District, with the power to hire, evaluate and terminate the same; (ii) supervise and direct strategic planning for the District, and (iii) have such other powers and duties as may be ordinarily exercised by a president of a District and such other powers and duties may be prescribed by the Board. The President or another officer or employee of the District designated by resolution of the Board shall sign all authorized deeds, mortgages, bonds, notes, contracts, and other agreements, in the name of the District. The President shall report to and be subject to the direction of the Board.
In case of the absence or disability of the President or when circumstances prevent the President from acting the Chief Financial Officer shall perform the duties of the President, and in such case, the power of such Chief Financial Officer to act in the name of the Regional District shall be the same as the powers of the President. If the Chief Financial Officer is unable to perform the duties of acting President, the Chairman of the Board or Vice Chairman of the board shall designate an employee of the Regional District who shall perform the duties of the President, and in such case, the power of such employee to act in the name of the District shall be the same as the like powers of the president.
Chief-Financial Officer (CFO): The CFO shall provide general oversight regarding the financial transactions and the books and accounts of the District and shall have such other powers and duties as may be prescribed by the Board.
E. Powers & Duties
The District Board shall exercise all powers, authority, and duties conferred upon it through the Ohio Revised Code Chapter 6119. The Board shall conduct an annual review of the President/CEO.
F. Attendance/Termination
If any trustee fails to attend 75% of the regularly scheduled Board assigned meetings in any six consecutive month periods, the term of office of the trustee will be subject to termination upon the affirmative vote of a super majority of the Board of Trustees, which shall be a majority of the Board members, plus 1. The vote shall occur at the first regular meeting of the Board after the regular meeting missed by the absent trustee that would equal more than a 25% absence record. Prior to the vote, the trustee who is the subject of termination, or his representative shall have the opportunity to address the remainder of the Board to mitigate the absences of the trustee at issue.
A recommendation to remove a trustee may be made after an affirmative vote of a super majority of the Trustees of the Board, which shall be a majority of the Board members, plus 1, if it is found by the Board that the Trustee has committed acts considered to be misfeasance, malfeasance, nonfeasance, misconduct, theft in office, or a violation of the rules of ethics for the Board. Removal of the trustee then shall be accomplished as set forth in Bylaw 5 (B) above.
G. Compensation
The Board of Trustees shall at its first meeting of a new year, set its compensation for the new year for Board Officers and Trustees to cover regular meetings as well as training and other meetings upon consideration of a recommendation by the Board’s Governance Committee.
H. Oath
Before entering upon his/her duties, each person appointed as a Trustee or officer shall take an oath, as provided by Section 7 of Article XV of the Ohio Constitution, to support the constitution of the United States, and of the State of Ohio and to faithfully perform the duties of his/her office.