Contents

Proposed Articles of Incorporation

Articles of Incorporation of Central Ohio Leather & Beyond Proposed

The undersigned incorporator, desiring to form a nonprofit corporation under Chapter 1702 of the Ohio Revised Code, adopts the following Articles of Incorporation.

FIRST: Name Proposed

The name of the corporation is Central Ohio Leather & Beyond.

SECOND: Principal Office Proposed

The place in Ohio where the principal office of the corporation is to be located is Columbus, Franklin County, Ohio.

Effective Date Proposed

The corporation’s existence begins on filing.

THIRD: Purpose Proposed

The corporation is a nonprofit corporation organized and to be operated exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code, primarily to promote the common good and general welfare of the people of the Central Ohio community. Within that purpose, the corporation shall provide public education on consent, safety, health, and ethical conduct; work to eliminate prejudice and discrimination and to promote accessibility and inclusion; encourage civic engagement and advocate on issues and legislation affecting the communities it serves, with a particular focus on Queer, BDSM, Kink, and Leather communities; maintain shared community resources; coordinate community organizations; and sanction public events and title programs that advance these purposes. The corporation may exercise all powers of a nonprofit corporation under Chapter 1702 of the Ohio Revised Code in furtherance of these purposes.

Attachment: Additional Provisions Proposed

FOURTH: Nonprofit Character Proposed

The corporation has no capital stock. No part of its net earnings shall inure to the benefit of any private individual, and the corporation shall not be operated primarily for the benefit of its members, Directors, officers, or other private persons. This does not prevent reasonable payment for services actually rendered, reimbursement of documented expenses, or grants that further its purposes.

FIFTH: Members Proposed

The corporation has one class of voting members, called Member Organizations. Corporations, limited liability companies, partnerships, and other organizations permitted by law may be members. Each Member Organization has one vote, cast through the org lead or alternate it designates in writing; no other proxy may vote. Qualifications, admission, active and inactive status, suspension, and termination of members are as provided in the Regulations. The members vote only on the matters reserved to them in these Articles and the Regulations. Until the first Member Organization is admitted, the Directors act as the members as provided in Section 1702.14 of the Ohio Revised Code.

SIXTH: Directors Proposed

The Board of Directors consists of seven Directors: five Officer Directors, elected by the Directors, and two Member-Elected Directors, elected by the members by plurality, as the Regulations provide. Each Director must be a natural person. A majority of the Directors shall be independent as the Regulations define. The initial Officer Directors are named below; the Board fills the Member-Elected seats until the first annual members’ meeting.

Initial Directors: (names and addresses to be added: President, Vice President, Secretary, Treasurer, Operations and Compliance Officer)

SEVENTH: Founder-President Proposed

The incorporator who establishes the corporation is its Founder and serves as President and as an Officer Director without a fixed term, until resignation, death, permanent incapacity, or removal. The Founder-President may be removed only for extraordinary cause as defined in the Regulations, after written notice and a reasonable opportunity to respond, by the affirmative vote of at least seventy-five percent of the eligible Directors other than the Founder-President, and never fewer than three. This Article gives the Founder-President no authority beyond that of the office under the Regulations.

EIGHTH: Regulations Proposed

The Regulations may be adopted by the incorporator as provided by law, and thereafter may be amended only with both the approval of at least two-thirds of the Directors in office and the approval of a majority of the ballots cast by the members in a members’ vote at which a quorum is present, or as the Regulations otherwise provide when a members’ vote lacks a quorum.

NINTH: Amendment of These Articles Proposed

These Articles may be amended only with both the approval of at least two-thirds of the Directors in office and the approval of a majority of the ballots cast by the members in a members’ vote at which a quorum is present. An amendment to Article SEVENTH or to this sentence also requires the approval of at least seventy-five percent of the Directors in office.

TENTH: Political Activity Proposed

The corporation shall not contribute money or property to any candidate, political party, political action committee, or legislative campaign fund, and activity to support or oppose candidates for public office shall never be its primary activity.

ELEVENTH: Dissolution Proposed

Dissolution, merger or consolidation, and the sale of all or substantially all of the corporation’s assets require the approval of two-thirds of the Directors in office followed by the approval of a majority of the ballots cast by the members in a members’ vote at which a quorum is present. On dissolution, after paying or providing for its debts and obligations, the corporation shall distribute its remaining assets to one or more organizations described in Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code with substantially similar purposes, or to a government for a public purpose, and to no Director, officer, member, or private person.

Signature of Incorporator Proposed

In witness whereof, the undersigned incorporator has signed these Articles of Incorporation on (date).

Incorporator: (signature) — (printed name)

Original Appointment of Statutory Agent Proposed

The undersigned, being the incorporator of Central Ohio Leather & Beyond, appoints the following as statutory agent, upon whom any process, notice, or demand required or permitted by statute to be served upon the corporation may be served:

Name: (agent’s name)

Ohio address: (street address; not a post office box)

Incorporator: (signature) — (printed name)

Acceptance of Appointment Proposed

The undersigned, named as statutory agent of Central Ohio Leather & Beyond, accepts the appointment.

Statutory agent: (signature) — (printed name) — (date)

Proposed Bylaws

Article I: Name, Formation, and Offices Proposed

1.1 Name Proposed

The name of the corporation is Central Ohio Leather & Beyond (“COL&B”).

1.2 Formation and Tax Status Proposed

COL&B is an Ohio nonprofit corporation. It is organized and operated as a social welfare organization described in Section 501(c)(4) of the Internal Revenue Code.

1.3 Offices and Statutory Agent Proposed

COL&B’s principal office shall be in Ohio at a place the Board of Directors determines. COL&B shall continuously maintain an Ohio statutory agent, which the Board may change by the required state filing.

Article II: Purposes and Tax-Exempt Status Proposed

2.1 Mission Proposed

COL&B’s mission is to promote the common good and general welfare of the broader Central Ohio community through education, consent and safety initiatives, accessibility, anti-discrimination, civic engagement, advocacy, and shared community resources, with a particular focus on Queer, BDSM, Kink, and Leather communities. Coordinating affiliated organizations, events, and title programs are methods for advancing these public purposes.

2.2 Social Welfare Purposes Proposed

COL&B shall be operated primarily to promote social welfare, meaning the common good and general welfare of the people of the community. Its purposes are to:

• provide public education on consent, safety, health, and ethical conduct;
• work to eliminate prejudice and discrimination and to promote accessibility and inclusion;
• encourage civic engagement and advocate on issues and legislation affecting the communities it serves;
• maintain shared community resources and information open to the public;
• set shared community standards and coordinate community organizations; and
• sanction public events and title programs that advance these purposes.

Social and recreational activities shall always be secondary to these purposes. The Board shall review each year how COL&B’s time and money are divided among its activities.

2.3 Queer-Focused Identity Proposed

COL&B is intentionally Queer-focused. It welcomes diversity and allied participation, and its Queer identity and focus shall be respected in its governance, programming, partnerships, and public representation.

2.4 Powers Proposed

COL&B may exercise all lawful powers of an Ohio nonprofit corporation, subject to its Articles of Incorporation, these Bylaws, and the limits that apply to organizations described in Section 501(c)(4).

2.5 No Private Inurement or Private Benefit Proposed

No part of COL&B’s net earnings shall inure to the benefit of any private individual. COL&B shall not operate primarily for the benefit of Member Organizations, Directors, titleholders, vendors, sponsors, or other private persons. Reasonable payment for services actually rendered, fair-market payments, reimbursement of documented expenses, and grants that further COL&B’s purposes are permitted when approved under the Conflict of Interest and Compensation Policy.

2.6 Lobbying and Political Activity Proposed

COL&B may lobby and advocate on legislation and public issues related to its purposes. Activity to support or oppose candidates for public office shall never be COL&B’s primary activity. COL&B shall not contribute money or property to any candidate, political party, political action committee, or legislative campaign fund. All lobbying and political activity shall follow the Political Activity and Lobbying Policy, which requires Board approval of political expenditures and compliance with federal and Ohio reporting.

2.7 Contributions Not Tax-Deductible Proposed

Contributions to COL&B are not deductible as charitable contributions for federal income tax purposes. COL&B shall say so in its written, online, and spoken fundraising requests, and shall not describe gifts to it as tax-deductible.

2.8 Non-Discrimination Proposed

COL&B shall not discriminate on the basis of race, color, national origin, gender, gender identity or expression, sexual orientation, disability, neurodivergence or neurotypical status, age (where legally applicable), veteran status, religion (where applicable under law), or any other characteristic protected by law, except where a lawful age, mission-related, safety-related, or role-specific requirement applies. COL&B’s Queer focus is consistent with this section.

Article III: Members Proposed

3.1 Member Organizations Are the Members Proposed

COL&B has one class of voting members: its Member Organizations. Each Member Organization has one vote, cast through its org lead. Until the first Member Organization is admitted, the Directors act as the members under Ohio Revised Code Section 1702.14.

3.2 Independence Proposed

A Member Organization remains independent, with its own leadership, membership, activities, finances, and governance. Membership does not make it a chapter, branch, or subordinate of COL&B, and creates no merger, partnership, joint venture, employment, or agency relationship. A Member Organization is not liable for COL&B’s obligations, and COL&B does not assume legal responsibility for a Member Organization’s acts.

3.3 Eligibility, Joinder, and Admission Proposed

An organization primarily focused on Queer, BDSM, Kink, Leather, or closely related communities may apply, as may allied organizations whose missions are substantially aligned. An applicant must be a legal entity or an association of two or more people, and must sign a written joinder agreeing to be bound by these Bylaws, the Code of Conduct, and COL&B’s policies. The Board decides eligibility and admits Member Organizations by majority vote of the seated Directors, and the Secretary records each admission in the member record.

3.4 Org Leads Proposed

Each Member Organization elects an org lead, who must be one of its members, and may name one alternate. It files a certified designation of both with the Secretary. The org lead, or the alternate when the org lead is unavailable, casts the organization’s vote. No other proxy may vote. Org leads may attend regular Board meetings and take part in discussion, but vote only in members’ votes under Article IIIA. No Member Organization receives more than one vote, whatever its size, revenue, contributions, longevity, or visibility.

3.5 Active and Inactive Status Proposed

A Member Organization that casts no ballot in three consecutive members’ votes becomes inactive. An inactive organization keeps its membership and receives every notice, but has no vote and does not count toward a members’ quorum until the Secretary records its written request to reactivate, which takes effect for votes that open afterward.

3.6 Suspension and Termination Proposed

The Board may suspend or terminate a Member Organization only after written notice of the grounds and a reasonable opportunity to respond, by a two-thirds vote of the eligible, non-recused Directors, with a written decision that may be appealed under the Code of Conduct. A suspended organization cannot vote while suspended. Termination ends the membership but does not affect the organization’s own internal operations.

3.7 Partners Proposed

The Board may recognize businesses, vendors, sponsors, and other community partners. Partners are not members and have no vote. Details are set out in the Member Organizations, Org Leads and Partners Policy.

Article IIIA: Members’ Votes Proposed

3A.1 What Members Vote On Proposed

The members vote on:

• electing the Member-Elected Directors (Section 4.6);
• amendments to these Bylaws and to the Articles of Incorporation (Section 14.1);
• the Code of Conduct and the member policies listed in Section 14.2;
• dissolution, merger or consolidation, and the sale of all or substantially all of COL&B’s assets (Article XV).

Each of these except Director elections must first be approved by the Board. All other matters are decided by the Board.

3A.2 Members’ Meetings by Ballot Proposed

Every members’ vote is a members’ meeting held solely by electronic means. Votes are cast by electronic or mail ballot during a voting period of fourteen days that ends at the stated close of the meeting, and a Member Organization that returns a ballot is present. The Secretary gives notice to every Member Organization at least twenty-one days before the voting period closes, with the ballot and the full text of any proposal. The Board sets procedures to verify ballots. An annual members’ meeting is held each year to elect the Member-Elected Director whose seat is up; the President, the Board, or at least one-third of the active Member Organizations may call a members’ meeting at other times.

3A.3 Quorum and Decisions Proposed

A quorum is ballots from at least one-third of the active Member Organizations. Unless these Bylaws or the law require more, a majority of the ballots cast decides. Abstentions are not ballots cast. Member-Elected Directors are elected by plurality.

3A.4 When a Members’ Vote Falls Short Proposed

If a members’ vote fails for lack of a quorum:

• on a member policy, the Board’s approval controls;
• on the Code of Conduct, a second vote is held within thirty days with no quorum requirement, and if no ballots are cast the Board’s two-thirds approval controls;
• on these Bylaws or the Articles, a second vote is held within thirty days with no quorum requirement, and a majority of the ballots cast decides;
• on a Member-Elected Director, the Board fills the seat until the next members’ election.

Article IV: Board of Directors Proposed

4.1 Authority Proposed

The Board of Directors governs COL&B and is responsible for its affairs, finances, policies, programs, contracts, legal compliance, and direction. No individual Director, including the President, may exercise powers reserved to the Board unless these Bylaws expressly allow it.

4.2 Number and Composition Proposed

The Board consists of seven Directors: five Officer Directors, each holding one of these offices: President, Vice President, Secretary, Treasurer, and Operations and Compliance Officer; and two Member-Elected Directors, who hold no office unless the Board assigns one. The number of Officer Directors may be increased by amendment to these Bylaws, to a total Board of no more than nine.

4.3 Qualifications Proposed

A Director must be a natural person at least twenty-one years old, support the mission, agree to follow these Bylaws and the Code of Conduct, complete the annual conflict-of-interest and independence disclosures, be able to perform the duties of the office, meet reasonable application requirements set by the Board, and not be legally disqualified from nonprofit board service.

4.3A Independence Proposed

A majority of the Directors shall be independent. A Director is independent for a year if, throughout that year, the Director was not paid by COL&B as an officer or employee, received no more than $10,000 from COL&B as an independent contractor (other than reimbursed expenses), had no transaction with COL&B that must be reported on Schedule L of the annual return, and is not a family member of, or in a business relationship with, another Director or officer. No more than one Director may come from the same family or household. The Board shall determine each Director’s independence every year from the annual questionnaire, and if fewer than a majority are independent it shall fill the next vacancies with independent Directors.

4.4 Duties Proposed

Each Director shall act in good faith, in a manner the Director reasonably believes to be in COL&B’s best interests, with the care an ordinarily prudent person in a like position would use, in compliance with law, the Articles, and these Bylaws, and without improper personal benefit.

4.5 Terms Proposed

Except for the Founder-President under Article VI, Directors serve two-year terms and may be re-elected. The two Member-Elected Directors’ terms are staggered so that one seat is elected each year. A Director serves until a successor takes office or until the Director resigns, is removed, or can no longer serve.

4.6 Elections Proposed

Officer Directors are elected by the seated Directors by secret ballot every two years at the sixth regular meeting of the year, each candidate running for a specific office; a candidate who receives more than half of the valid ballots for an office is elected, and otherwise runoff ballots are held with the final runoff decided by the greatest number of votes. Member-Elected Directors are elected by the members at the annual members’ meeting, by plurality. Any Member Organization or Director may nominate a candidate, and every candidate must meet Sections 4.3 and 4.3A. Ballot administration and certification are set out in the Board Elections, Meetings and Committees Policy.

4.7 Vacancies Proposed

A majority of the sitting Directors may appoint a qualified person to fill any vacancy until the next election for that seat, and the appointee may stand for election. If the President or Vice President position is vacant, the remaining one of those two officers must also approve the appointment. A vacancy in the Presidency after the Founder leaves office is governed by Section 6.4.

4.8 Resignation Proposed

A Director may resign by written notice to the President, Vice President, or Secretary, effective on the date stated or, if none, on receipt. No acceptance is required.

4.9 Removal Proposed

The Board may remove a Director for cause, including violation of these Bylaws or the Code of Conduct, failure to perform duties, breach of fiduciary duty, fraud or financial misconduct, abuse of authority, harassment, discrimination, coercion or retaliation, conduct materially harmful to COL&B, an undisclosed conflict of interest, loss of qualifications, missing at least half the regular meetings in a calendar year, or other serious misconduct. Missed meetings are grounds for removal, not automatic removal, and the Board may consider emergencies, disability-related needs, illness, family circumstances, or other good cause.

Removal requires written notice of the grounds, a reasonable opportunity to respond, recusal of conflicted Directors, and approval by two-thirds of the eligible seated Directors. The affected Director does not vote. Removal as a Director also removes the person from any office. Removal of the Founder-President is governed by Section 6.3.

4.10 No Compensation Proposed

Directors serve without compensation for Board or officer service. COL&B may reimburse reasonable, documented, pre-approved expenses. A Director may be paid for separate professional services only as allowed by the Conflict of Interest and Compensation Policy.

Article V: Officers Proposed

5.1 Officers Proposed

The officers of COL&B are the Directors holding the offices in Section 4.2. Each performs the duties below, those in Board policies, and others the Board assigns.

5.2 President Proposed

The President is the principal officer, provides leadership and direction, presides at meetings, helps carry out Board decisions, coordinates officers and committees, represents COL&B when authorized, co-signs contracts with the Treasurer, and takes part in financial reconciliations. The President has one vote, like every other Director, and no additional tie-breaking vote.

5.3 Vice President Proposed

The Vice President acts for the President during a temporary absence or incapacity, serves as Parliamentarian under these Bylaws and Robert’s Rules of Order Newly Revised, is the main liaison between committees, working groups, org leads, and the Board, and takes part in financial reconciliations.

5.4 Secretary Proposed

The Secretary keeps minutes and corporate records, gives required notices, keeps the member record of Member Organizations, their org leads and alternates, and their active status, maintains or coordinates the website, and publishes approved minutes and the documents listed in Section 13.2.

5.5 Treasurer Proposed

The Treasurer is the principal financial officer. The Treasurer oversees COL&B’s finances, records, deposits, disbursements, reimbursements, and grants; reports to the Board; prepares the budget; maintains internal controls; ensures required filings; gives every Director a copy of each annual information return before it is filed; co-signs contracts with the President; and takes part in financial reconciliations.

5.6 Operations and Compliance Officer Proposed

The Operations and Compliance Officer (“OCO”) monitors compliance with these Bylaws, the Code of Conduct, and Board policies; proposes updates to them; receives complaints; conducts or coordinates reviews and investigations; keeps confidential compliance records; presents cases to the Ethics and Disciplinary Committee; and administers Board election ballots unless conflicted. The OCO may not be investigator, decision-maker, and appeal reviewer in the same matter. If the OCO is involved in a complaint, the Vice President acts in the OCO’s place for that matter.

Article VI: Founder-President Proposed

6.1 Founder-President Proposed

The person who establishes and incorporates COL&B is its Founder and serves as its first President. The Founder appoints the initial Vice President and the other initial Officer Directors. The Board fills the two Member-Elected seats until the first annual members’ meeting after Member Organizations are admitted. The Founder’s appointment power ends once the initial Board is seated.

6.2 Term Proposed

The Founder-President has no fixed term and serves until resignation, death, permanent incapacity, or removal. This provision is intended to operate under Ohio Revised Code Sections 1702.11(A)(6) and (9), 1702.28(A), and 1702.34(A), subject to the filed Articles. It gives the Founder no unilateral authority: the Founder-President is subject to these Bylaws, the Code of Conduct, the Conflict of Interest and Compensation Policy, Board oversight and voting, and removal. When the Founder leaves the Presidency, future Presidents are elected under Section 4.6 for two-year terms.

6.3 Removal of the Founder-President Proposed

The Founder-President may be removed for extraordinary cause, including fraud, theft or financial misconduct, abuse of authority, serious or repeated Code of Conduct violations, criminal conduct materially affecting COL&B, intentional breach of fiduciary duty, harassment, discrimination, coercion or retaliation, conduct causing substantial harm, or serious failure to perform the duties of office.

Removal requires written notice of the grounds, a reasonable opportunity to respond, recusal of conflicted Directors, and the affirmative vote of at least seventy-five percent of the eligible seated Directors other than the Founder-President, rounded up, and never fewer than three votes. Removal under this section removes the Founder-President from both the Presidency and the Board. The Board shall record eligibility, recusals, and the calculation in the confidential record.

6.4 Presidential Vacancy Proposed

If the Founder-President permanently leaves office for any reason, the Vice President serves as Acting President until a successor is elected under Section 4.6. The vacancy power in Section 4.7 may not be used to appoint a permanent successor President.

6.5 Founder Emeritus Proposed

A Founder who voluntarily leaves the Presidency may accept the honorary title of Founder Emeritus and may advise the Board and attend meetings when invited. The Founder Emeritus has no vote, no executive authority, no authority over finances, personnel, contracts, discipline, or operations, does not count toward quorum, and is not a Director unless separately elected. After a removal, the remaining eligible Directors decide whether to grant the title.

Article VII: Meetings and Voting Proposed

7.1 Regular Meetings Proposed

The Board shall hold at least six regular meetings each calendar year, on a schedule it sets. Org leads are expected to attend at least three regular meetings each year.

7.2 Special and Urgent Meetings Proposed

The President, the Vice President, any two Directors, or another officer authorized by the Board may call additional meetings. An urgent meeting may be called for a matter that cannot reasonably wait, such as an immediate safety concern, a pressing financial, contractual, legal, or disciplinary matter, or an upcoming event or contest. An urgent meeting is limited to the matters in its notice unless all eligible Directors present agree otherwise, and urgent procedures may not be used to avoid regular notice.

7.3 Notice Proposed

Notice of each regular meeting, with its date, time, place or remote-access details, a general description, and any special voting matter, shall be posted on COL&B’s website and sent to each Director at least seven days in advance. Notice of an urgent meeting shall be given to each Director at least two days in advance unless every Director waives it, and shall state its purpose. A website outage does not invalidate a meeting if eligible attendees otherwise received timely notice.

7.4 Attendance and Executive Session Proposed

Regular meetings are closed to the general public and open to Directors, org leads and their alternates, and others the Board invites. The Board may meet in executive session for confidential matters such as complaints, investigations, personnel, legal advice, contracts, sensitive finances, and safety. Only eligible Directors and those specifically invited may attend. Formal votes are recorded in the minutes without unnecessary confidential detail.

7.5 Remote Participation Proposed

Directors may take part by telephone, video, or other equipment through which all participants can communicate with one another at the same time, and are then present for quorum and voting. An org lead taking part remotely is present for attendance and discussion.

7.6 Action Without a Meeting Proposed

The Board may act without a meeting by a written consent, including an electronic one, signed or authorized by all Directors.

7.7 Quorum Proposed

A majority of the whole authorized number of Directors is a quorum. With seven authorized Directors, four is a quorum even if a seat is vacant. A Director who abstains or recuses on a matter still counts toward quorum. Without a quorum the Board may only adjourn, recess, or take steps to obtain one, except that in a safety emergency the OCO may take narrowly limited action under previously delegated authority, which the Board must review at its next meeting.

7.8 Voting Proposed

Each Director has one vote. Proxy voting is not allowed. Unless these Bylaws require more, an action passes with the approval of a majority of the Directors present at a meeting with a quorum; a tie fails. A Director with a conflict of interest must recuse, not merely abstain, and a transaction in which a Director has a conflict may be approved by a majority of the disinterested Directors. Org leads do not vote on Board actions; members’ votes are taken under Article IIIA.

7.9 Minutes Proposed

The Secretary shall keep minutes recording attendance, quorum, motions, actions, vote totals including abstentions and recusals, and executive sessions, without unnecessary confidential detail. Minutes of the Board, and of any committee acting for it, shall be written up by the later of the next meeting or sixty days after the meeting. Approved minutes, redacted as needed, shall be posted on COL&B’s website.

Article VIII: Committees Proposed

8.1 Committees Proposed

The Board may create, combine, and dissolve committees and working groups by majority vote, setting each one’s purpose, authority, membership, chair, reporting, and duration. Committees may include non-Directors, except committees exercising fiduciary or disciplinary authority. No committee may exercise authority reserved by law, the Articles, or these Bylaws to the Board, and the Board remains responsible for all delegated authority.

8.2 Ethics and Disciplinary Committee Proposed

COL&B shall maintain an Ethics and Disciplinary Committee, made up of eligible non-recused Directors, to decide complaints and disciplinary matters under the Code of Conduct. Its proceedings are closed and confidential.

8.3 Other Committees Proposed

The Board may establish a Community Relations Committee and Chair, which may be given written authority to sanction events, and a Grant Committee, which may be given written authority to approve grants within limits, as set out in the Board Elections, Meetings and Committees Policy.

Article IX: Conflicts of Interest and Compensation Proposed

9.1 Policy Required Proposed

The Board shall adopt and maintain a written Conflict of Interest and Compensation Policy. Every Director and officer shall disclose conflicts in writing on taking office, every year, and before discussion of any affected matter, and shall answer an annual questionnaire on family and business relationships with other Directors and officers.

9.2 Recusal Proposed

A person with a conflict may answer questions but then leaves the meeting during discussion of and voting on the matter, and takes no part in investigating or deciding it. When it is unclear whether a conflict exists, the other Directors decide.

9.3 Insider Transactions and Pay Proposed

Any payment to, or transaction with, a Director, officer, their family members, or entities they control must be approved in advance by Directors without a conflict, based on appropriate comparability data, and documented when it is made, as the Policy requires.

Article X: Code of Conduct, Discipline, and Whistleblowers Proposed

10.1 Code of Conduct Proposed

The Board shall adopt and publish a Code of Conduct setting COL&B’s standards for consent, safety, respect, accountability, inclusion, and accessibility. It applies to Directors, org leads, Member Organizations, titleholders, volunteers, committee members, event staff, and participants in COL&B activities.

10.2 Complaint and Discipline Procedure Proposed

Complaints are handled under the procedure in the Code of Conduct, which must provide at a minimum: a published way to report concerns; review and investigation by the OCO or an impartial investigator; notice to the respondent of the allegations and a reasonable opportunity to respond; decisions by eligible non-recused Directors on the more-likely-than-not standard; and a written appeal to Directors who did not investigate the matter, or to an impartial panel.

10.3 Thresholds Proposed

Ordinary discipline requires a majority of the eligible non-recused Directors present. Suspension or removal of a Member Organization, and permanent exclusion of an individual from all COL&B activities, require two-thirds of the eligible non-recused Directors. Removal of a Director or the Founder-President follows Sections 4.9 and 6.3.

10.4 Whistleblower Protection and Outside Reporting Proposed

The Board shall adopt a Whistleblower Protection Policy. No one may retaliate against a person who in good faith reports a concern, takes part in an investigation, or declines or withdraws consent. Nothing in COL&B’s processes prevents anyone from reporting to law enforcement, emergency services, regulators, legal counsel, healthcare providers, or support organizations.

Article XI: Programs Proposed

11.1 Official Events Proposed

An event is an official COL&B event only if sanctioned by the Board or by a person or committee the Board has authorized in writing. Only sanctioned events may use COL&B’s name, logo, or funding. Official events must meet the Official Events and Sanctioning Policy and the Code of Conduct, including that they be held at non-residential venues, be limited to persons twenty-one and older, and serve COL&B’s public purposes.

11.2 Official Titles Proposed

COL&B owns and controls the official titles, contest marks, and related property created under its authority. The Board creates, changes, suspends, and retires titles and sanctions title contests under the Official Titles and Title Contests Policy.

11.3 Grants Proposed

COL&B may make grants that further its social welfare purposes under the Grants and Community Funding Policy. Grants are approved by the Board or by a Grant Committee within delegated limits, require a written agreement, and must be used only for the approved public or community purpose, not mainly for the benefit of a grantee’s own members. A Director who is an officer or org lead of the applicant takes no part in the decision. No organization is automatically entitled to funding.

Article XII: Finances Proposed

12.1 Fiscal Year and Budget Proposed

The fiscal year is the calendar year unless the Board sets another. The Treasurer prepares a proposed annual budget, which the Board adopts and monitors during the year.

12.2 Accounts Proposed

All COL&B funds shall be held in accounts in COL&B’s legal name and shall not be placed in a personal account or a Member Organization’s account, except as a documented reimbursement or grant payment. Only the President, Vice President, and Treasurer may access COL&B’s accounts; the Board may authorize a temporary signer for continuity by documented resolution. Funds raised under COL&B’s name, branding, accounts, or sanctioning belong to COL&B.

12.3 Contracts Proposed

Only the President and Treasurer may execute contracts for COL&B, and every contract requires the signatures or verifiable approvals of both. No single officer may bind COL&B.

12.4 Expenditures and Controls Proposed

Expenditures must serve a lawful purpose of COL&B, be documented, and be consistent with the budget or separately authorized. Any expenditure over one thousand dollars must be presented to the Board before it is committed. The President, Vice President, and Treasurer shall complete and certify a joint reconciliation of all accounts at least quarterly. No person may approve their own reimbursement. Further controls are set out in the Financial Management and Internal Controls Policy.

12.5 Political Expenditures Proposed

A political expenditure requires advance approval by a majority of the Directors present at a meeting with a quorum, and the financial authorization of the President and Treasurer, under the Political Activity and Lobbying Policy.

12.6 Dues Proposed

No mandatory dues are required of Member Organizations. Dues may be established only by amendment to these Bylaws after notice to Member Organizations and an opportunity to comment.

Article XIII: Records, Disclosure, Insurance, and Indemnification Proposed

13.1 Records Proposed

COL&B shall keep complete and accurate books of account and minutes of the Board and its committees. The Secretary is the custodian of records unless the Board designates another person. Records are kept and destroyed under the Records Retention and Public Disclosure Policy, and no record may be destroyed while an investigation or legal proceeding is pending or expected. Directors and Member Organizations may inspect COL&B’s books and records for any reasonable and proper purpose; complaint and investigation files and personal information are protected as the Records Retention and Public Disclosure Policy provides.

13.2 Public Documents Proposed

COL&B shall make its annual information returns for the last three years, and any application for recognition of exemption with its supporting documents, available to anyone who asks, as federal law requires. It shall also publish its current Bylaws, Code of Conduct, mission, public meeting information, approved minutes or summaries, and policies the Board designates as public. Complaint, investigation, personal, and confidential financial records are not public.

13.3 Insurance Proposed

The Board may obtain insurance appropriate to COL&B’s operations, such as general liability, directors and officers, event, and cyber coverage, including insurance for persons COL&B could not otherwise indemnify.

13.4 Indemnification Proposed

COL&B shall indemnify its Directors, officers, employees, agents, and volunteers to the extent Ohio Revised Code Section 1702.12(E) requires, including for expenses after a successful defense, and may indemnify them to the extent that section permits, following its standards and its procedure for decisions by disinterested Directors. COL&B shall advance expenses to Directors and volunteers as that section requires, subject to repayment if the law requires it. Except where indemnification is mandatory, COL&B shall not indemnify criminal conduct, fraud, intentional misconduct, improper personal benefit, actions outside the person’s authority, or Code of Conduct violations. A later amendment does not reduce rights for acts that occurred before it.

Article XIV: Amendments and Policies Proposed

14.1 Amending These Bylaws and the Articles Proposed

These Bylaws and the Articles of Incorporation may be amended only with both (a) the approval of at least two-thirds of the Directors in office and (b) the approval of a majority of the ballots cast in a members’ vote with a quorum, subject to Section 3A.4. Proposed amendments shall be sent to all Directors at least fourteen days before the Board votes, and to all Member Organizations with the notice of the members’ vote.

14.2 Code of Conduct and Policies Proposed

The Code of Conduct and every policy are adopted by Board resolution and are not part of these Bylaws.

• The Code of Conduct takes effect with two-thirds of the seated Directors and a majority of member ballots, subject to Section 3A.4.
• The member policies (Member Organizations, Org Leads and Partners; Board Elections, Meetings and Committees; Official Events and Sanctioning; Official Titles and Title Contests; Grants and Community Funding) take effect with a Board majority and a majority of member ballots, subject to Section 3A.4.
• The compliance policies (Conflict of Interest and Compensation; Whistleblower Protection; Records Retention and Public Disclosure; Financial Management and Internal Controls; Gift Acceptance and Sponsorship; Political Activity and Lobbying; Insurance and Risk) are adopted and amended by Board majority, and every change is reported to the Member Organizations.
• When the law requires a change to the Code or a member policy, the Board may adopt it at once, and the members vote to ratify it at the next members’ vote.

If the Code or a policy conflicts with these Bylaws, these Bylaws control.

Article XV: Dissolution Proposed

15.1 Vote and Procedure Proposed

COL&B may be dissolved, merged or consolidated, or may sell all or substantially all of its assets, only with the approval of two-thirds of the Directors in office followed by the approval of a majority of the ballots cast in a members’ vote with a quorum. On dissolution COL&B shall file the certificate of dissolution and required clearances with the Ohio Secretary of State, give the notices to creditors that Ohio law requires, and file any final report the Ohio Attorney General requires.

15.2 Distribution of Assets Proposed

After paying or providing for its debts and obligations, COL&B shall distribute its remaining assets to one or more organizations described in Section 501(c)(3) or 501(c)(4) with substantially similar purposes, or to a government for a public purpose. No assets shall be distributed to any Director, officer, Member Organization, or private person.

Article XVI: Adoption Proposed

16.1 Adoption Proposed

These Bylaws take effect when lawfully adopted. After the Articles are filed and before any meeting of voting members, the incorporator or a majority of the incorporators may adopt them at a meeting. The adoption record shall identify the adopting authority, the date, and the filed Articles.

Date adopted: (not yet adopted)

Adopted by: (incorporator or authorized adopting authority)

Acknowledged by the initial Directors: President, Vice President, Secretary, Treasurer, Operations and Compliance Officer

Proposed Code of Conduct and Complaint Procedure

Central Ohio Leather & Beyond (COL&B) adopts this Code of Conduct and Complaint Procedure under the Bylaws, by vote of its Board and its Member Organizations (see Part 5). It applies to Directors, org leads (each Member Organization’s designated representative) and their alternates, Member Organizations, titleholders, volunteers, committee members, event staff, attendees and anyone else taking part in COL&B activities, wherever those activities take place (see Section 1.8). It sets out what we expect of one another, how to raise a concern, and how COL&B handles complaints fairly.

Part 1: Community Standards Proposed

1.1 Our values Proposed

COL&B is committed to a community grounded in consent, safety, respect, accountability, inclusion, accessibility, dignity, ethical conduct and community responsibility. Everyone covered by this Code is expected to uphold these values.

1.2 Respect for diversity Proposed

COL&B respects diversity in:

• gender, gender identity and gender expression;
• sexual orientation;
• neurodivergence and neurotypical experience;
• disability;
• race, ethnicity and national origin;
• religion or non-religion;
• age, subject to lawful event restrictions;
• body type;
• relationship structure; and
• other protected or community-relevant characteristics.

No one will be denied fair participation because of a protected characteristic, except where a lawful and mission-related qualification applies.

1.3 Our Queer-focused mission Proposed

COL&B is a Queer-focused organization serving Queer BDSM, Kink and Leather communities. Allies are welcome, but ally participation must not be used to minimize COL&B’s Queer identity, steer its mission away from Queer communities, silence Queer participants, undermine Queer leadership, or demand that Queer-focused programming be made neutral or non-Queer.

1.4 Prohibited conduct Proposed

COL&B does not tolerate:

• bigotry, discrimination or hate-based conduct;
• harassment, bullying, threats or intimidation;
• identity-based hostility, including deliberate misgendering or identity invalidation;
• stalking;
• retaliation;
• unwelcome sexual conduct; or
• abusive conduct materially inconsistent with COL&B’s mission.

1.5 Consent Proposed

Consent is required for all physical, sexual, intimate, demonstrative or otherwise boundary-sensitive interaction, including touch that one person may consider casual but another finds unwelcome.

Consent must be:

• freely given;
• informed and risk-aware;
• specific;
• communicated;
• ongoing;
• given by a person capable of consenting; and
• revocable at any time.

Silence, lack of resistance, earlier consent, an existing relationship, intoxication, title, status, authority, or simply being in a Kink or Leather space is never consent by itself.

If you are unsure whether an interaction is welcome, the person starting it must get clear consent before going ahead. The looser customs of another group, venue, event or relationship do not excuse falling short of COL&B’s consent standard.

1.6 Coercion and power imbalances Proposed

Consent cannot be obtained through threats, manipulation, intimidation, persistent pressure, retaliation, abuse of authority, financial leverage, title or leadership status, substance use, deliberate isolation, or taking advantage of someone’s impaired condition.

Directors, event organizers, judges, titleholders, safety representatives and others in positions of authority must take extra care about power imbalances.

1.7 Alcohol and other substances Proposed

Illicit substances may not be used, possessed or distributed at officially sanctioned events. No substance, including alcohol or any lawful substance, may be used to coerce someone, impair someone to gain their compliance, get around consent, manipulate someone’s decisions, or facilitate abuse or exploitation.

1.8 Where this Code applies Proposed

This Code applies to:

• official COL&B events and sanctioned Member Organization events;
• sanctioned title contests;
• Board and committee meetings;
• COL&B-controlled online spaces and COL&B communications;
• any activity where a person represents COL&B;
• grant-funded activities;
• COL&B-sponsored travel and public appearances; and
• conduct elsewhere when it has a substantial connection to participant safety, COL&B leadership, community trust or COL&B’s mission.

COL&B will evaluate conduct at an independent event only for purposes of a person’s COL&B membership, leadership, title, grant or participation status.

COL&B does not try to regulate unrelated private conduct that has no substantial connection to COL&B or its community responsibilities.

1.9 Private residences Proposed

Officially sanctioned events may not be held at private residences. This does not prohibit private social gatherings, as long as they are not sanctioned, funded, advertised, branded, controlled or presented as official COL&B events. A Member Organization may not use COL&B’s name, logo, funding, title program or official-event designation for an event held at a private residence.

1.10 No retaliation Proposed

No one may retaliate against a person who, in good faith:

• makes a complaint;
• takes part in an investigation or provides evidence;
• asks for an accommodation;
• reports a safety concern;
• declines an interaction or withdraws consent; or
• supports another person involved in a complaint.

A complaint made knowingly and intentionally falsely may itself be reviewed. But a complaint is not “false” just because there was not enough evidence to support it.

1.11 Fair access to participation Proposed

No qualified person will be denied consideration for Board service, committee service, org lead status, volunteering, event participation, title candidacy or other involvement in COL&B because of a protected characteristic, except where a lawful age, mission-related, safety-related or role-specific requirement applies.

1.12 Accessibility and neuroinclusion Proposed

COL&B makes reasonable efforts to support participation by disabled, neurodivergent and neurotypical people. Reasonable accommodations may include accessible meeting formats, clear written instructions, advance agendas when practical, communication accommodations, physical access, sensory considerations, remote participation, and other measures suited to the activity.

Part 2: Reporting a Concern Proposed

2.1 Emergencies come first Proposed

If anyone is in immediate danger, call emergency services or get help from venue security first. COL&B’s internal process never replaces, and must never delay, emergency assistance.

2.2 How to report Proposed

• Online: use the complaint form on COL&B’s website: (link to be added). The form may ask for your contact details, who was involved, what happened, when and where, witnesses, any documents, photos, video or messages, any safety measures you are requesting, and anything else relevant.
• At an event: speak to the Event Safety Representative, who wears a designated wristband or another visible identifier approved by the Board. They can help with immediate safety needs and will refer Code of Conduct concerns to the Operations and Compliance Officer (OCO) or the Board.

2.3 Anonymous reports Proposed

You may report anonymously. Anonymity may limit COL&B’s ability to investigate or impose discipline.

2.4 Reporting outside COL&B Proposed

Nothing in this Code or the Bylaws prohibits or discourages anyone from reporting conduct to law enforcement, emergency services, a venue, a licensing authority, a regulator, legal counsel, a healthcare provider, a victim-support organization or any other appropriate authority. COL&B’s process is not a substitute for criminal, civil, medical or emergency procedures.

Concerns about COL&B itself, such as misuse of money, legal violations or retaliation by people in authority, can also be raised under the Whistleblower Protection Policy, which names who to report to when the concern involves an officer.

Part 3: Complaint Procedure Proposed

3.1 Who decides Proposed

The Ethics and Disciplinary Committee is a confidential, peer-governed committee made up only of eligible Directors. It reviews alleged Code of Conduct violations, disciplinary recommendations, alleged misconduct by Directors, Member Organizations, org leads and titleholders, retaliation complaints, serious event-safety incidents, and other ethics or compliance matters the Board refers to it.

Only non-recused Directors may deliberate and vote. If too few eligible Directors remain to give an impartial decision under the applicable quorum and voting rules, the Board will refer fact-finding to independent reviewers and get advice from Ohio nonprofit counsel on a lawful way to decide. Org leads do not gain a vote in the decision through such a referral, and discipline cases are never put to a members’ vote.

3.2 Receipt and preservation Proposed

When contact information is available, the OCO acknowledges receipt of the complaint. The OCO preserves the submitted materials, opens a confidential case record noting the date received, identifies any immediate safety concerns, considers whether interim measures may be needed, and protects the information from unnecessary disclosure.

3.3 Initial review (within 14 days) Proposed

Within 14 days the OCO reviews the complaint to decide:

• whether it falls under this Code;
• whether COL&B has a substantial connection to the matter;
• whether the allegations, if true, could be a violation;
• whether immediate safety measures are appropriate;
• whether it should be referred to law enforcement, emergency services, a venue or another authority; and
• whether a fuller investigation is warranted.

The initial review is not a final decision about responsibility.

3.4 Interim safety measures Proposed

When reasonably necessary to protect people or the integrity of an investigation, temporary measures may be put in place. These may include temporary removal from an event, temporary suspension from COL&B-controlled spaces, no-contact directions, temporary suspension of titleholder, org lead or volunteer duties, preservation of evidence, changes to meeting or event access, or other narrowly tailored safety measures.

Temporary measures are not disciplinary findings. They last only as long as reasonably necessary, and the Board must review them within 7 days of their start. A temporary measure that restricts an org lead does not suspend the Member Organization’s vote; its alternate, or a newly designated org lead, may cast it.

3.5 Investigation (within 14 days) Proposed

When further investigation is warranted, the OCO conducts or coordinates a fair investigation within 14 days. This can involve reviewing documents, photos, video, messages and event or venue records; interviewing the complainant, the respondent and witnesses; asking for more information; and consulting qualified advisors when necessary.

The investigator makes reasonable efforts to be impartial: to weigh evidence for and against the allegations, separate firsthand evidence from rumor, record material inconsistencies, avoid unnecessary disclosure, make no promises about the outcome, and disclose any conflict that calls for reassignment. The Board may appoint another investigator if the OCO is conflicted, unavailable, directly involved or otherwise unable to investigate impartially.

3.6 Notice to the respondent Proposed

Before any final disciplinary decision, the person complained about (the respondent) will ordinarily receive notice of the material allegations and the provisions allegedly broken, a reasonable opportunity to respond, a chance to name relevant witnesses or evidence, and notice of the possible range of consequences. COL&B may temporarily hold back limited information when disclosing it would create a credible safety risk, compromise evidence or reveal legally protected information.

3.7 Investigation report Proposed

At the end of the investigation, the OCO or assigned investigator writes a report covering the allegations, the standards that apply, the steps taken, a summary of the evidence, the material facts that are agreed and disputed, any conflicts or limitations, a preliminary view on whether there is enough evidence for disciplinary review, and any recommended interim safety measures. The investigator may recommend whether the matter should go forward but, when also presenting the case, does not decide the final discipline.

3.8 When a complaint goes to a hearing Proposed

A complaint has enough merit for a disciplinary hearing when the available evidence could reasonably support a finding that a Code of Conduct or governance violation occurred. Meeting this threshold is not a finding. If a complaint lacks enough connection, evidence or jurisdiction, the OCO may recommend closing it, referring it elsewhere, informal resolution, or another appropriate response.

3.9 The disciplinary hearing Proposed

When a complaint has enough merit, the Board convenes a closed ad hoc disciplinary meeting or a meeting of the Ethics and Disciplinary Committee. The notice of the meeting identifies its general purpose, who is eligible to take part, required recusals, the materials to be reviewed, and any opportunity for the complainant or respondent to provide information.

At the hearing, the OCO or assigned investigator presents the allegations and evidence, explains the investigation, identifies disputed and undisputed facts and any limits in the evidence, and answers factual and procedural questions. When the OCO investigated or prepared the case, the OCO then leaves before deliberation, and may not vote on discipline, try to direct the outcome, or serve as the sole appeal reviewer in that matter.

3.10 Recusal Proposed

A Director with a vested interest or conflict must step aside from directing the investigation, ruling on evidence, deliberating, voting and deciding discipline. A conflict can come from a close friendship, family, romantic or sexual relationship, financial ties, a shared household, a significant personal dispute, direct involvement in the incident, or anything else that reasonably calls impartiality into question.

3.11 Standard of proof Proposed

The decision-makers determine whether a violation is more likely than not to have occurred, based on the available reliable evidence (the “preponderance of the evidence” standard). A finding may never rest solely on popularity, reputation, organizational status or unsupported rumor.

3.12 What is considered Proposed

Eligible Directors deliberate privately after reviewing the information. They may consider the seriousness of the conduct; the credibility and reliability of the evidence; actual or potential harm; whether the conduct was intentional, reckless or repeated; any abuse of authority or power imbalance; prior substantiated violations; acceptance of responsibility and efforts to repair harm; community safety; consistency with earlier decisions; and any other aggravating or mitigating circumstances.

3.13 Possible outcomes Proposed

Outcomes may include:

• no finding of a violation;
• informal education or guidance;
• facilitated resolution, when appropriate and voluntarily accepted;
• a written warning;
• required corrective action or training;
• no-contact or participation restrictions;
• probation;
• suspension from activities;
• removal from an event;
• removal from a volunteer or committee role;
• removal of a person as a Member Organization’s org lead or alternate (the organization then designates another);
• suspension or termination of a Member Organization’s membership (Section 3.14);
• suspension or revocation of an official title;
• removal from the Board under the applicable removal procedure;
• permanent exclusion from COL&B events or spaces; or
• referral to an appropriate outside authority.

Discipline must be reasonably related to the conduct, community safety and COL&B’s authority.

3.14 Voting Proposed

Unless the Bylaws expressly require a different threshold:

• ordinary disciplinary action needs a majority of eligible, non-recused Directors present;
• suspension or termination of a Member Organization’s membership needs two-thirds of eligible, non-recused Directors;
• permanent exclusion of an individual from all COL&B activities needs two-thirds of eligible, non-recused Directors; and
• removal of a Director or of the Founder-President follows the thresholds in the Bylaws.

A Member Organization receives written notice of the grounds and a reasonable opportunity to respond before its membership is suspended or terminated, and the decision is in writing (Policy 7, Section 7.10). The Member Organization may appeal the decision under Section 3.16. A suspended Member Organization cannot vote in members’ votes and is not counted for quorum while the suspension lasts. The Secretary records each suspension or termination, and its date, in the member record.

3.15 Written decision Proposed

COL&B keeps a written record of each decision: the allegations considered, the finding on each, the provisions applied, any disciplinary action, its effective date and duration, any conditions for reinstatement, required recusals, and the vote total (without identifying secret-ballot votes). The complainant and the respondent each receive an appropriate summary of the outcome, subject to confidentiality, safety and legal limits.

3.16 Appeals Proposed

The complainant or the respondent (including a Member Organization whose membership is suspended or terminated) may file a written appeal within 14 calendar days after receiving notice of the decision. An appeal may be based only on:

• a material procedural error;
• significant new evidence that was not reasonably available earlier;
• a demonstrated conflict of interest;
• an outcome grossly disproportionate to the finding; or
• a decision not supported by the evidence presented.

An appeal does not automatically pause temporary safety measures.

Appeals are reviewed by non-conflicted Directors who did not serve as the primary investigator. If there are not enough eligible Directors, the Board may appoint an impartial review panel of people who are not parties or witnesses, have no conflict of interest, agree to confidentiality, and have relevant governance, community or ethics experience. The appeal reviewers may affirm the decision, change the discipline, send the matter back for more investigation, order a new hearing, or reverse the finding.

3.17 Informal resolution Proposed

COL&B may offer informal resolution only when the conduct is suitable for it, everyone needed agrees voluntarily, there is no credible immediate safety threat, no one is required to confront an alleged abuser, and the Board decides it would not undermine community safety. No one will be pressured to take part in mediation, reconciliation or restorative processes.

3.18 Confidentiality and its limits Proposed

Ethics and disciplinary proceedings are closed and confidential. Information may be shared only:

• with people who need it to investigate or decide the matter;
• with the complainant or respondent as fairness requires;
• with professional advisors;
• when required by law;
• when necessary to protect someone from a credible safety threat; or
• through a carefully limited final notice authorized by the Board.

Confidentiality cannot be guaranteed when disclosure is legally required or necessary for safety. Confidentiality will never be used to stop anyone from reporting unlawful conduct to law enforcement, regulators, legal counsel, healthcare providers or support persons.

3.19 Records Proposed

Complaint and disciplinary records are kept securely by the OCO or another person the Board designates, and access is limited to people with a legitimate organizational need. These records, including complaint forms, evidence, interview notes, investigation reports, decisions, appeals, safety plans and related communications, are kept and destroyed under the Records Retention and Public Disclosure Policy, and none may be destroyed while an investigation or legal proceeding is pending or expected.

3.20 Public statements Proposed

The Board may authorize a limited public statement when needed to correct material misinformation, protect community safety, explain a change in leadership or title status, confirm an event restriction, or meet a legal or contractual obligation. Any statement will share no more than reasonably necessary and should avoid unnecessarily identifying complainants, witnesses or private individuals.

Part 4: Titleholders and Events Proposed

4.1 Titleholder conduct Proposed

A titleholder’s conduct may be reviewed when it happens at an official or Member Organization event, during title-related travel, in COL&B-controlled online spaces, while publicly representing the title, in connection with fundraising, in a context substantially affecting community trust or safety, or in any other circumstance this Code covers.

4.2 Complaints about titleholders Proposed

Complaints about a titleholder go through the procedure in Part 3. Temporary measures may include pausing appearances, temporarily restricting use of the title, temporarily removing access to official events, suspending travel or fundraising authority, or other narrowly tailored measures.

Titleholder outcomes may include no action, guidance or corrective education, a written warning, additional supervision, probation, suspension of title duties, removal from specific appearances, revocation of title recognition, or permanent exclusion from future title programs.

4.3 Revocation of a title Proposed

After the disciplinary process, the Board may revoke an official title when the titleholder commits a serious Code of Conduct violation, engages in conduct materially harmful to the community, abuses the title or COL&B’s authority, repeatedly fails to fulfill titleholder responsibilities, misuses funds, misrepresents COL&B, or otherwise shows that continued recognition is inappropriate. A former titleholder may not present themselves as the current titleholder, and historical recognition as a former titleholder may be removed or qualified after a disciplinary process when necessary to protect COL&B’s integrity or community safety.

4.4 Safety at events Proposed

Event organizers must make sure the Code of Conduct is available, consent expectations are clearly communicated, participants know how to report concerns, staff understand their safety responsibilities, boundary violations are dealt with promptly, immediate safety concerns are kept separate from later disciplinary decisions, and no participant is pressured into any activity.

Every official event has at least one Event Safety Representative. They are the point of contact for concerns, receive reports of unsafe conduct, help people seeking support, address immediate safety needs, document significant incidents, preserve relevant information when practical, refer Code of Conduct concerns to the OCO or the Board, and talk with venue staff when venue action is needed.

4.5 Immediate action at events Proposed

An Event Safety Representative may take reasonable immediate action to protect participants and restore safe conditions: telling someone to stop unsafe conduct, separating the people involved, pausing an activity, restricting access to an area, calling for help, asking someone to leave, or removing someone from the event when the representative has authority to do so. Organizers or safety personnel may contact venue security, emergency medical services, law enforcement, fire or emergency authorities, or other professionals when necessary.

Immediate action at an event is not a final disciplinary decision.

4.6 Bars and other venue-controlled spaces Proposed

When an event is at a bar or another venue whose staff control removal, the Event Safety Representative tells venue staff about the concern and may ask for prompt action, but venue staff keep authority over physical removal and venue access. The representative documents the incident, and the matter may still be referred for COL&B discipline.

Part 5: Amendments Proposed

This Code is a Board rule adopted under the Bylaws. It is not part of the Bylaws.

1. Approval needed. This Code is adopted and amended only with both:
   • a two-thirds vote of the Board, taken with at least fourteen days’ notice to Directors; and
   • a majority of the ballots cast by Member Organizations in a members’ vote at which a quorum is present (Policy 8, Section 8.22).
2. If no quorum is reached. A second ballot is held, with notice sent within 30 days after the first result is certified. It has no quorum requirement, and a majority of the ballots cast decides. If no ballots are cast in the second ballot, the Board’s two-thirds vote controls.
3. Emergency changes. When law requires a change to take effect immediately, the Board may adopt it by a two-thirds vote. It takes effect at once and is put to the members for ratification at the next members’ vote.
4. Effective date. An amendment takes effect when the ballot administrator certifies the members’ approval (or, under item 2, the Board’s vote), unless it states a later date. The Secretary sends the adopted text to every Member Organization and publishes it on COL&B’s website.

Proposed Policy Manual

Policy 1: Conflict of Interest and Compensation Proposed

Purpose: To protect COL&B and its exemption when a decision could benefit an insider, and to keep decisions impartial.

Applies to: Directors, officers, members of committees with Board-delegated powers, Member Organization org leads and alternates, and anyone else the Board asks to disclose (committee chairs, judges, contractors, grant reviewers, title-contest officials).

1.1 Purpose Proposed

No part of COL&B’s net earnings may benefit any private individual (IRC 501(c)(4)(B)). COL&B is subject to the excess-benefit taxes: 25% of the excess benefit on the disqualified person, rising to 200% if it is not corrected, and 10% (up to $20,000 per transaction) on managers who knowingly approve it (IRC 4958). This policy follows the IRS sample policy, adapted for a social welfare organization (Form 1023 instructions, Appendix A).

1.2 Definitions Proposed

• Interested person: a Director, officer, org lead or member of a committee with delegated powers who has a financial interest.
• Financial interest: an ownership, investment or compensation interest, held directly or through business, investment or family, in COL&B or anyone COL&B deals or negotiates with. It is not automatically a conflict; Section 1.3 decides.
• Disqualified person (IRC 4958; Treas. Reg. 53.4958-3(c)): every voting Director; the President; the Treasurer; anyone else in a position to exercise substantial influence over COL&B at any time in the previous 5 years; their family members as IRC 4958 defines them; and entities they control by 35% or more.

1.3 Procedures Proposed

1. Disclosure. An interested person discloses the interest and all material facts before any discussion or action on the matter. The disclosure is recorded in the minutes.
2. Is there a conflict? After answering questions, the interested person leaves. The Directors with no conflict decide whether a conflict exists. No one votes on their own conflict.
3. Recusal. If a conflict exists, the interested person may present and answer questions, then leaves the room (or the virtual meeting) for the whole debate and vote. There is no exception for financial conflicts: under the rebuttable presumption, a conflicted member counts as not participating only if they leave for debate and the vote (Treas. Reg. 53.4958-6).
4. Alternatives. The disinterested Directors consider, with due diligence, whether a more advantageous arrangement is reasonably available without a conflict.
5. Approval. If not, the disinterested Directors decide by majority vote, before the transaction is entered into, whether it is fair, reasonable and in COL&B’s best interest.
6. Ohio quorum rule. Interested Directors may be counted toward the quorum. A majority of the disinterested Directors may approve in good faith even if they are fewer than a quorum (ORC 1702.301).
7. Violations. After notice and a chance to explain, a confirmed failure to disclose leads to corrective or disciplinary action, which may include removal.

1.4 Records of Proceedings Proposed

1. The minutes of the Board, and of any committee with delegated powers, record:
   • who disclosed or was found to have an interest, and its nature;
   • the conflict decision;
   • who was present for the discussion and votes;
   • the alternatives considered; and
   • each vote.
2. For a transaction with a disqualified person, the minutes also record:
   • the terms and the approval date;
   • the comparability data relied on and how it was obtained;
   • any action by a conflicted member; and
   • the reasons for any amount outside the comparable range.
3. These records are written before the later of the next Board meeting or 60 days after the final action (Treas. Reg. 53.4958-6; Form 990 instructions, line 8).

1.5 Compensation and the Rebuttable Presumption Proposed

1. No pay for Board service. Directors serve without compensation for Board or officer service.
2. Expenses. COL&B may reimburse only reasonable, documented and preauthorized expenses incurred on its behalf (Policy 4.10).
3. Paid services by a Director. A Director may be paid for separate professional or contractual services only when all of these hold:
   • the services are necessary;
   • the terms are reasonable;
   • the conflict is fully disclosed;
   • the interested Director does not participate in approval;
   • disinterested Directors approve it; and
   • it complies with law and with item 4.
4. Rebuttable presumption. Every compensation arrangement, or transfer of property or services, with a disqualified person must meet all three conditions (Treas. Reg. 53.4958-6):
   • Advance approval by the Board or an authorized committee made up entirely of members with no conflict.
   • Comparability data. Examples: pay at similarly situated organizations, independent surveys, written offers, or appraisals for property. While annual gross receipts are under $1 million, data from 3 comparable organizations in similar communities is enough.
   • Contemporaneous documentation as in Section 1.4.

When all three are met, the IRS must produce contrary evidence to rebut the presumption that the arrangement is reasonable.

1. Own pay. A Director paid by COL&B does not vote on their own pay and leaves the room under Section 1.3.

1.6 Setting Pay for Any Future Officer or Employee Proposed

COL&B pays no one today. Before it pays any officer or employee:

1. The Board adopts a job description and pay range.
2. Disinterested Directors approve the pay using the three steps in Section 1.5(4).
3. The Board reviews the arrangement every year and before any change (Form 990 instructions, line 15).

1.7 Annual Statements and Independence Questionnaire Proposed

1. Annual statement. Each covered person signs a statement on appointment or election, on designation as an org lead or alternate, every year, and whenever a new actual, potential or perceived conflict arises. It affirms that the person has read and will comply with this policy, and understands that to keep its exemption COL&B must engage primarily in social welfare activities and avoid inurement. It lists every financial interest that could create a conflict, including family members’ interests (Form 990 instructions, line 12b).
2. Independence questionnaire (Form 990, Part VI, lines 1b and 2). Each Director and officer also answers yearly whether they:
   • was paid as an officer or employee;
   • received more than $10,000 as a contractor;
   • had, personally or through a family member, a transaction reportable on Schedule L; and
   • has any family relationship or business relationship (employer, employee, co-owner) with another Director or officer.

1.8 Monitoring and Enforcement Proposed

1. Each year before the first regular meeting, the Secretary (or the OCO, if the Secretary is conflicted) collects all statements and questionnaires, compares them with the Treasurer’s list of the year’s payments, contracts and grants, flags any transaction that skipped Section 1.3, and reports to the Board in writing. The minutes record the review (Form 990 instructions, line 12c).
2. A person without a current signed statement may not vote until they sign one.

1.9 Periodic Reviews and Outside Experts Proposed

At least every two years, the Board reviews whether any compensation is reasonable, and whether arrangements with Member Organizations, vendors, sponsors and venues, including revenue-sharing, further social welfare purposes without inurement or impermissible private benefit.

The Board may use outside advisors for these reviews, but remains responsible for them.

1.10 Impartiality Conflicts Proposed

Form 990 counts only financial conflicts (Form 990 instructions, line 12). COL&B also requires impartiality in these matters.

1. Sources: a business relationship or employment; family relationships; romantic or sexual relationships; close personal friendships; shared housing; a significant dispute or rivalry; leadership in another organization; a grant, contract or funding request; a disciplinary relationship; a title-contest relationship; or any circumstance that could reasonably affect impartial judgment.
2. Recusal. The person recuses from:
   • investigating, deliberating and voting;
   • counting ballots and selecting judges;
   • approving a grant or contract;
   • deciding discipline; and
   • any other role requiring impartiality.

They may give factual information when asked. They then leave the deliberative portion unless the eligible decision-makers decide otherwise. If a financial interest is also involved, Section 1.3 applies and they always leave.

1. Doubt. The non-conflicted Directors decide. Reasonable doubts are resolved in favor of transparency and impartiality.
2. Grants. A Director, org lead, committee member or reviewer affiliated with an applicant:
   • discloses the relationship;
   • may present the request and answer factual questions;
   • does not deliberate or vote; and
   • does not try to influence the decision outside the application process.
3. Discipline. A person recuses from a matter involving:
   • a relative, a romantic or sexual partner, a close friend or a household member;
   • someone with whom they have a significant financial relationship;
   • someone in an active serious personal dispute with them;
   • an incident in which they were directly involved; or
   • any other relationship creating a reasonable concern about impartiality.
4. Removal. A Director recuses from deliberation and voting on a removal when a family, romantic, sexual, close-friendship, financial or employment relationship, a significant organizational rivalry, or other actual or apparent bias is reasonably likely to affect impartiality. They may give factual information when requested.
5. Title contests. A judge discloses any conflict with a contestant and recuses when the contestant is a relative, current romantic or sexual partner, household member, close friend whose relationship could affect impartiality, significant financial associate, party to an active serious dispute with the judge, or otherwise creates a reasonable appearance of bias. The contest administrator decides on reassignment or recusal.

The Board uses the questionnaire to make the annual independence determination required by Bylaws Section 4.3A (a majority of independent Directors, and no more than one Director from the same family or household).

Policy 2: Whistleblower Protection Proposed

Purpose: To encourage reports of wrongdoing by or within COL&B and to protect those who report.

Applies to: Directors, officers, Member Organization org leads and alternates, volunteers, event staff and safety representatives, contractors, and anyone acting for COL&B.

2.1 Basis Proposed

Form 990 asks about a written whistleblower policy (line 13). Knowingly retaliating against someone, including through their livelihood, for giving law enforcement truthful information about a possible federal offense is a crime (18 U.S.C. 1513(e)). The National Council of Nonprofits recommends such a policy even without staff, covering more than accounting (NCN).

2.2 Reportable Concerns Proposed

• Financial irregularities: misuse of funds, false records, improper reimbursements, bypassed controls.
• Violations of law, including tax, campaign-finance and solicitation law.
• Health or safety risks at COL&B activities.
• Discrimination.
• Harassment.
• Retaliation.
• Breaches of the Bylaws or Board policies.
• Destruction or concealment of records.

2.3 Relationship to the Code of Conduct Proposed

1. Conduct complaints. Complaints about an individual’s personal conduct (for example, consent violations or behavior at an event) go through the Code of Conduct complaint procedure, which has its own retaliation protections.
2. Organizational wrongdoing. This policy covers wrongdoing by or within COL&B as an organization: its money, its records, its legal compliance, and how Directors and officers act in their roles.
3. Overlap. If a matter fits both, the recipient picks the lead procedure; both sets of protections apply.

2.4 How to Report Proposed

1. Primary recipients. Report to the OCO or the President, orally or in writing. Anonymous reports are accepted through a method the Board publishes on the website.
2. Alternate recipients. If the concern involves the President, the Treasurer or the OCO, report it to any officer or Director not involved, or to the whole Board. When the OCO is involved, the Vice President acts as OCO.
3. Outside reporting. Nothing in this policy, and no COL&B agreement, limits or delays a report to:
   • law enforcement;
   • the IRS;
   • the Ohio Attorney General; or
   • any other regulator or authority.

2.5 Good Faith and Confidentiality Proposed

1. Good faith. Reports must be made in good faith, with reasonable grounds. An unsubstantiated report is not bad faith. A knowingly false report may itself be reviewed.
2. Confidentiality. The report and the reporter’s identity are kept confidential as far as possible, consistent with a fair review, safety and any legal duty to disclose.

2.6 No Retaliation Proposed

1. The rule. No one may retaliate against anyone who, in good faith, reports, takes part in a review, or goes to an outside authority.
2. What counts as retaliation:
   • removal from a role, event or program;
   • loss of sanctioning or grant eligibility;
   • threats, exclusion or harassment; and
   • interference with employment or livelihood.
3. Consequences. Retaliation is grounds for discipline or removal.

2.7 Review and Documentation Proposed

1. Acknowledgment. The recipient acknowledges an identifiable reporter within 7 days.
2. Review. The OCO, or the alternate under Section 2.4, reviews the report promptly. Anyone with a Policy 1 conflict is excluded. The reviewer may recommend outside counsel or an accountant.
3. Findings. The reviewer reports findings and recommended action to the Board, or to the Directors not involved. Possible crimes or regulatory violations go to them promptly.
4. Records. The reviewer keeps a confidential written record, retained under Policy 3. The Board receives an annual summary of reports that identifies no one.

Policy 3: Records Retention and Public Disclosure Proposed

Purpose: To keep required records, destroy routine ones on schedule, never destroy records relevant to an investigation, and make required documents public.

Applies to: all COL&B records in any form, and everyone who holds them.

3.1 Basis Proposed

Form 990 asks about retention, public disclosure and the records custodian (lines 14, 18–20). Knowingly destroying, altering or concealing a record to impede a federal investigation, or in contemplation of one, is a crime (18 U.S.C. 1519). The schedule follows IRS Pub. 4221-NC and the National Council of Nonprofits.

3.2 Custodian Proposed

1. The Secretary is custodian unless the Board designates another person. The Secretary keeps governing documents, minutes and resolutions, indexes where records are stored, and supervises destruction.
2. The Treasurer keeps the financial records.
3. The OCO keeps complaint and disciplinary records.
4. COL&B records in a personal account or device are turned over when the person’s role ends.

3.3 Retention Schedule Proposed

Where a grantor, insurer, creditor or state requires a longer period, it applies.

3.4 Electronic Records, Backups and Destruction Proposed

1. Electronic records. Email, messages, shared-drive files, online forms and website content are records on the same schedule.
2. Backups. Permanent and financial records are backed up at least quarterly to a second location COL&B controls.
3. Destruction approval. Records past their period are destroyed only with the Secretary’s approval. Financial records also need the Treasurer’s approval, and complaint records the OCO’s.
4. Confidential records are shredded or securely deleted; destruction is logged.

3.5 Litigation and Investigation Hold Proposed

1. Trigger. Any Director or officer who learns of an actual or reasonably anticipated lawsuit, claim, subpoena, audit or government investigation tells the Secretary and the President at once.
2. Effect. The Secretary issues a written hold notice, and all destruction of possibly relevant records, including automatic deletion, stops until the Board, on counsel’s advice, lifts the hold in writing.
3. Violations. Destroying, altering or hiding held records is grounds for removal and may be a crime (18 U.S.C. 1519).

3.6 Public Disclosure Required by Law Proposed

1. What must be available. COL&B makes these documents available to anyone who asks (IRC 6104(d); Pub. 557):
   • its annual Forms 990-series, each for 3 years; and
   • any Form 1024-A, with supporting papers and IRS letters.
2. Exclusion. Contributor names and addresses are excluded.
3. Posting online. COL&B posts them on its website; making them “widely available” satisfies the duty to provide copies. No confidentiality rule overrides this section.

3.7 What COL&B Publishes and What Stays Confidential Proposed

1. Published. On its website COL&B publishes:
   • the Bylaws and amendments;
   • the mission statement;
   • the Code of Conduct and complaint information;
   • public meeting information;
   • approved minutes or redacted summaries;
   • policies designated for public access, including Policies 1, 2, 3, 5 and 6;
   • the documents in Section 3.6; and
   • other information the Board approves.
2. Confidential. These stay confidential unless law requires disclosure or the Board authorizes it:
   • financial account details;
   • complaint files;
   • investigation materials;
   • disciplinary proceedings;
   • personally identifying information;
   • personnel information;
   • confidential contracts;
   • sensitive safety reports;
   • contributor names and addresses; and
   • other records whose disclosure could harm individuals or COL&B.

The Board balances transparency with privacy and safety.

3.8 Directors’ and Members’ Inspection Rights Proposed

1. Any Director, in person or through an agent or attorney, may inspect COL&B’s books and records for any reasonable and proper purpose at any reasonable time (ORC 1702.15). Directors keep confidential records confidential.
2. Each Member Organization, through its org lead or an agent or attorney, may examine COL&B’s books and records, including the member record, for any reasonable and proper purpose at a reasonable time. It makes a written request to the Secretary stating the purpose and the records sought.
3. A Member Organization’s right does not extend to complaint, investigation, and disciplinary files, or to personal data about individuals (other than the entries in the member record). Records it receives are used only for the stated purpose.

Policy 4: Financial Management and Internal Controls Proposed

Purpose: To protect COL&B’s funds, keep accurate books, and make sure no one person controls the money.

Applies to: the Board, all officers, and anyone who handles funds, approves spending or keeps financial records.

4.1 Principles and Budget Proposed

1. COL&B keeps correct and complete books (ORC 1702.15). No single volunteer has total control over finances (Ohio AG, Guide for Charity Board Members; NCN, Internal controls).
2. Budget. The Treasurer prepares an annual budget; the Board adopts it before the fiscal year and monitors it quarterly. It may include administrative expenses, insurance, filing and professional fees, technology, event funding, title programs, grants, fundraising expenses, communications, reserves and other mission-related expenses. Lobbying and political activity are separate lines.

4.2 Revenue and Ownership Proposed

1. Sources. COL&B may receive funds from:
   • fundraising events, donations, sponsorships and grants (gifts follow Policy 5);
   • ticket sales and merchandise;
   • program, service or event revenue;
   • advocacy fundraising permitted by law; and
   • other lawful sources.
2. Ownership.
   • Funds raised under COL&B’s name, branding, accounts, contracts or sanctioning authority belong to COL&B.
   • A Member Organization or community group does not own them merely because it helped raise them.
   • The Board may approve event-specific revenue-sharing or reimbursement in writing.
3. Dues. No Member Organization dues are charged. See Policy 5.6 before any are charged.

4.3 Organizational Retention Rule Proposed

1. A revenue-allocation rule, not a reserve target. COL&B may retain up to 25% of fundraising revenue for organizational needs before allocating the rest to grants or community programming. The Board may retain less than 25% when needs are adequately funded.
2. Uses: administrative expenses, insurance, website and technology, required filings, professional services, event infrastructure, financial reserves, compliance, communications and other necessary operating expenses.

4.4 Bank Accounts and Access Proposed

1. Accounts. Funds are held only in COL&B’s name, never in a personal or Member Organization account except as a documented reimbursement or grant payment.
2. Access. Only the President, the Vice President and the Treasurer have bank access. The Board may authorize a documented, limited temporary signer for continuity.

4.5 Quarterly Three-Person Reconciliation Proposed

1. At least quarterly, the President, the Vice President and the Treasurer reconcile together.
2. Scope: bank statements, account balances, deposits, expenditures, reimbursements, outstanding obligations, grants, supporting documentation and accounting records.
3. Each participant certifies completion; no one certifies a transaction they cannot reasonably verify.
4. Statements. At least one participant other than the Treasurer receives bank statements directly (NCN).

4.6 Separation of Duties and Expenditure Standards Proposed

1. Separation. When practical, different people approve, process, record and reconcile a transaction. The Board adds controls as COL&B grows.
2. Standards. Every expenditure must:
   • serve a lawful organizational purpose;
   • be documented;
   • be charged to the correct account or program;
   • be budgeted or separately authorized;
   • avoid prohibited private benefit; and
   • comply with the Bylaws and policies.

4.7 Expenditures Over $1,000 Proposed

1. Board review. Any proposed expenditure over one thousand dollars is presented to the Board before commitment or payment.
2. When no separate vote is needed:
   • the expenditure is lawful;
   • it is consistent with an approved budget or program;
   • the President and Treasurer both approve it;
   • both signatures are provided; and
   • the review is documented.
3. The Board may vote to restrict or reject the expenditure before it is executed.
4. Political expenditures always need a vote under Policy 6, even in an emergency.

4.8 Contracts Proposed

1. Signatures. Only the President and the Treasurer sign contracts, and every contract needs both.
2. Review before signing. Each contract is reviewed for:
   • scope;
   • cost and payment terms;
   • insurance;
   • indemnification;
   • cancellation;
   • liability;
   • intellectual property;
   • accessibility;
   • compliance with law;
   • Policy 1 conflicts; and
   • other material risks.
3. The Board may require legal review of significant contracts. Revenue-sharing with vendors, venues or sponsors is put in writing.

4.9 Emergency Financial Action Proposed

1. When. The President and the Treasurer may authorize spending before ordinary review when it is needed immediately to address a safety emergency, preserve property, meet a legal deadline or prevent material harm.
2. Conditions. The action must be:
   • limited to what is reasonably necessary;
   • documented;
   • reported to the Board promptly; and
   • included in the next reconciliation.

4.10 Reimbursements and Reports Proposed

1. Expenses are preauthorized in writing where practical. Requests include:
   • the date;
   • the purpose;
   • the amount;
   • a receipt or documentation;
   • the program or event; and
   • the required approval.
2. No self-approval. No one approves their own reimbursement without review by another authorized officer.
3. Reports. At least quarterly the Treasurer reports balances, income and expenses, grants, obligations, budget performance, fundraising results, reserve levels and the Policy 6 tally. Detailed reports are confidential unless the Board authorizes release or law requires it.

4.11 Board Review of the Annual Return Proposed

1. Copy to every Director. At least 10 days before filing, the Treasurer gives every Director a complete copy of the final Form 990-series return with all schedules (Form 990 instructions, line 11). For a Form 990-N, a summary of the entries is enough.
2. Directors may ask questions before filing; the minutes record that the copy was provided.

4.12 Filings Calendar Proposed

The Treasurer keeps this calendar and reports on it quarterly.

Policy 5: Gift Acceptance and Sponsorship Proposed

Purpose: To accept gifts and sponsorships that further the mission, review unusual gifts first, and describe their tax treatment truthfully.

Applies to: everyone who solicits, accepts or acknowledges gifts or sponsorships for COL&B.

5.1 Basis and Authority to Accept Proposed

1. Basis. Schedule M, line 31 asks about review of nonstandard contributions; the National Council of Nonprofits lists this policy among its core policies.
2. Who may accept. The President or the Treasurer may accept unrestricted gifts of cash, checks or electronic payments. Event collections follow procedures the Treasurer approves. All gifts are deposited under Policy 4.

5.2 Nonstandard Gifts Proposed

1. What needs Board review. The President and the Treasurer review these gifts and bring them to the Board before acceptance:
   • property other than cash;
   • securities, which are normally sold promptly;
   • in-kind gifts worth more than $1,000;
   • restricted gifts;
   • anonymous gifts over $1,000;
   • gifts from a disqualified person carrying any expected benefit (Policy 1); and
   • gifts intended for lobbying or political use (Policy 6).
2. The Board considers mission fit, costs to hold or sell, liability, reputational risk and any reporting the gift triggers.

5.3 Restricted Gifts and the Right to Decline Proposed

1. Restricted gifts. COL&B accepts a restricted gift only if it can honor the restriction. The Treasurer tracks each one separately and reports its use. A restriction changes only with the donor’s written consent or as law allows.
2. Declining gifts. COL&B may decline or return any gift that:
   • conflicts with its mission or Code of Conduct;
   • creates legal, financial or reputational risk;
   • would give the donor control over COL&B decisions; or
   • would require unlawful action.

5.4 Tax Treatment and Required Statements Proposed

1. Not charitable contributions. Social welfare organizations are not listed in IRC 170(c). Gifts to COL&B generally are not deductible as charitable contributions (Pub. 557). No COL&B material, receipt, website or spoken appeal may call a gift tax-deductible or a charitable contribution.
2. The required statement. Once gross receipts normally exceed $100,000, the law requires a conspicuous statement of non-deductibility in written, broadcast and telephone solicitations that are part of a coordinated campaign reaching more than 10 people. The penalty is $1,000 per day, up to $10,000 a year (IRC 6113).
3. COL&B adopts the statement now for all written, online and spoken solicitations. Suggested wording: “Contributions or gifts to Central Ohio Leather & Beyond are not deductible as charitable contributions for federal income tax purposes.” Spoken appeals say the same in plain words.
4. Sponsors’ business deductions. Sponsors and businesses may consult their own advisors about deducting a payment as a business expense. The portion used for lobbying or political activity is not deductible (IRC 162(e)). COL&B gives no tax advice.

5.5 Sponsorships Proposed

1. Written terms. Every sponsorship is in writing and states what the sponsor provides and what recognition COL&B gives.
2. Role. Sponsors, vendors and associated businesses may sponsor activities, participate in approved events, provide goods or services, collaborate on community programs and receive recognition approved by the Board.
3. No governance role. They have no voting or governance authority by virtue of that status. They may not:
   • vote in Board elections;
   • vote on bylaw amendments;
   • control organizational policy;
   • participate in disciplinary decisions;
   • appoint voting representatives; or
   • exercise authority reserved to Member Organizations or the Board.

5.6 Dues and the IRC 6033(e) Notice Proposed

1. No dues today. COL&B charges no dues.
2. If dues are introduced. If dues are ever charged and COL&B lobbies or does political work, the Board decides before the first billing between two options (IRC 6033(e); Pub. 557):
   • telling dues payers a reasonable estimate of the share used for lobbying and political spending; or
   • paying the proxy tax at the top corporate rate.
3. Exceptions. The exceptions are in-house lobbying of $2,000 or less, and dues substantially all of which are nondeductible anyway.

Policy 6: Political Activity and Lobbying Proposed

Purpose: To let COL&B advocate for its communities while protecting its exemption and following Ohio campaign-finance law.

Applies to: all COL&B activity, spending and communications, and anyone acting in COL&B’s name.

6.1 Lobbying and Issue Advocacy Proposed

1. Permitted. COL&B may lobby and engage in issue advocacy related to its mission. This may be substantial, even its primary activity (IRS, Social welfare organizations).
2. Oversight. The Board monitors it for compliance.
3. The Treasurer records lobbying costs separately (Policies 5.4 and 5.6).

6.2 Candidate-Related Activity Is Never Primary Proposed

1. Not social welfare. Intervening in a campaign for or against a candidate is not social welfare (Treas. Reg. 1.501(c)(4)-1(a)(2)(ii)(4)-1)).
2. Secondary only. COL&B may engage in lawful candidate-related activity only as a secondary activity while its primary activities promote social welfare (Rev. Rul. 81-95; IRS, Political activity and social welfare).
3. Required of every political activity. It must support the mission, be lawful, be documented and be approved under Section 6.6.
4. Running tally. The Treasurer keeps a running year-to-date tally comparing:
   • time (volunteer and paid) and spending on candidate-related activity; with
   • time and spending on all activity.

The Treasurer reports it at each Board meeting and before any political expenditure is approved. The tally also supports the percentages on Form 1024-A Part III (Form 1024-A instructions).

1. No rule sets a percentage for “primary”; the Board keeps this activity well below any level that could be called primary.

6.3 No Contributions to Candidates, Parties or PACs Proposed

1. Ohio law. Ohio bars a corporation, including a nonprofit corporation, from using its money or property to support or oppose candidates, parties, PACs or legislative campaign funds (ORC 3599.03(A)(1)).
2. COL&B’s rule. COL&B makes no such contribution, in money or in kind. That includes free use of its venue, lists, accounts or name.
3. Communications to insiders. Communications sent mainly to COL&B’s own Directors, officers and donors are allowed under ORC 3599.03(G), subject to this policy.

6.4 Ballot Issues and Electioneering Communications Proposed

1. Ballot issues. Spending to support or oppose a ballot issue related to the mission is permitted but reportable (ORC 3599.03(C); ORC 3517.105). Required disclaimers are included.
2. Electioneering communications. Broadcast, cable or satellite messages referring to a clearly identified candidate within the statutory window are regulated (ORC 3517.1011):
   • a notice of intent is required before the first disbursement;
   • once disbursements exceed $10,000 in a calendar year, a statement is due within 24 hours, then weekly; and
   • contributors of $200 or more are disclosed.
3. Deadlines. The Treasurer follows the filing deadlines in ORC 3517.10.

6.5 Communications That Name a Candidate Proposed

1. Check first. Before any communication names or pictures a candidate (ads, voter guides, social media, event remarks), the President and the OCO apply the Rev. Rul. 2004-6 factors.
2. Factors pointing toward campaign activity:
   • it identifies a candidate;
   • it is timed near an election;
   • it targets that election’s voters;
   • it states the candidate’s position; and
   • it is not part of an ongoing series.
3. Factors pointing away: a tie to specific legislation or a scheduled vote.
4. Record. The result is recorded. A communication that counts as campaign activity follows Sections 6.2, 6.6 and 6.7.

6.6 Approval of Political Expenditures Proposed

1. Board approval. Every political expenditure, including in-kind use of COL&B resources, needs affirmative Board approval before commitment or payment. Approval requires a majority of the Directors present at a meeting with a quorum, not of those “present and voting,” so an abstention counts as a no (ORC 1702.32).
2. Financial authorization. The President and the Treasurer must also give the required financial authorization.
3. Counsel review. Before the vote, counsel reviews any candidate-related expenditure or communication for Ohio campaign-finance rules, the federal primary-activity limit and 527(f) tax.
4. Minutes record the amount, purpose, counsel review, current tally and reports to be filed.
5. No emergency authority. Emergency authority (Policy 4.9) never applies.

6.7 IRC 527(f) Tax and Form 1120-POL Proposed

1. The tax. Spending to influence the selection, nomination, election or appointment of anyone to public office is taxed at the top corporate rate on the lesser of net investment income or the amount spent (IRC 527(f)).
2. The return. In any such year the Treasurer files Form 1120-POL by the 15th day of the 4th month after year-end (Pub. 557).
3. Separate fund. A separate segregated fund is treated as a separate organization. One is created only on counsel’s advice.

6.8 Grant Funds and Individuals Proposed

1. Grant funds. Grants COL&B makes are never used for candidate-related activity (Policy 11). Grants COL&B receives are used for political activity only if the grant expressly allows it, the Board approves under Section 6.6, and the use is lawful. Gifts restricted to other purposes are never used politically.
2. Personal capacity. Directors, officers and volunteers may take part in politics personally, on their own time and with their own resources. They may not use COL&B’s name, logo, lists, accounts or events for a candidate unless the Board approves under this policy.

Policy 7: Member Organizations, Org Leads and Partners Proposed

Purpose: To set how organizations become and remain Member Organizations, the voting members of COL&B; how each designates its org lead; what members vote on; and how COL&B works with partners.

Applies to: Member Organizations, applicants, org leads and alternates, businesses, vendors, sponsors, community partners, and the Board.

7.1 Status of Member Organizations Proposed

Member Organizations are the voting members of COL&B and form a single class (see Bylaws). Each Member Organization has one vote, cast through its org lead, on the questions listed in Section 7.11. “Org lead” means the person a Member Organization designates under Section 7.5 to act and vote for it; where another COL&B document refers to a Member Organization’s “Representative,” it means the org lead.

An organization becomes a member by signing a written joinder in which it agrees to be bound by COL&B’s Bylaws, the Code of Conduct and Complaint Procedure, and Board policies. It keeps its own governing documents and does not adopt COL&B’s Bylaws as its own. Membership creates no merger, partnership, joint venture, employment, or agency relationship.

7.2 Eligibility Proposed

An applicant must be primarily focused on Queer, BDSM, Kink, or Leather communities, or closely related communities consistent with COL&B’s mission and values. Allied or adjacent organizations may apply when their missions and activities are substantially aligned with COL&B’s purposes.

The applicant must also show that it is either a legal entity (such as a nonprofit corporation, business corporation, limited liability company, or partnership) or an association of two or more members joined by agreement for a common nonprofit purpose. A group that is in substance one person’s project is not eligible. The Board decides eligibility.

7.3 Application Proposed

Organizations apply through the membership application form: (Member organization application link to be added). The Board may require the organization’s name and contact information; a mission or purpose statement; evidence that it meets Section 7.2 (for example, its articles or governing documents, or, for an association, a statement of its purpose and confirmation that it has two or more members); information on its leadership and activities; the names of its proposed org lead and alternate; its signed joinder; disclosure of relevant organizational conflicts; and other information the Board reasonably requires.

7.4 Admission Proposed

Admission requires a majority vote of the seated Board, taken at a Board meeting; org leads do not vote on admissions. Membership begins when the Board approves the application and the Secretary has received the signed joinder and the certified designation under Section 7.5. The Secretary then enters the organization in the member record with its name, address, date of admission, and class. An applicant either is admitted or is not; there is no provisional membership.

7.5 Org Lead and Alternate Proposed

1. Designation. Each Member Organization elects an org lead, who must be one of its members, under its own governing procedures, and may name one alternate, also one of its members.
2. Certified designation. The Member Organization files with the Secretary a written designation naming its org lead and any alternate, certified by an officer of the organization (or, for an association without officers, by two of its members) as adopted under its governing procedures. It files a new certified designation whenever either person changes. A designation takes effect when the Secretary receives it, and the Secretary relies on the most recent one on file.
3. Voting. The org lead casts the Member Organization’s one vote in members’ votes. The alternate casts it only if the org lead is unavailable. No other proxy is allowed, and a Member Organization with no designation on file cannot vote until it files one.
4. Board meetings. An alternate may attend a regular Board meeting in place of the org lead at no more than two regular meetings in a calendar year unless the Board grants an exception for good cause, and has the org lead’s participation rights at that meeting.
5. Equal voice. No Member Organization gains greater influence because of its size, membership, revenue, fundraising, longevity, number of events, or visibility.

7.6 Responsibilities Proposed

Each Member Organization shall remain aligned with the mission; comply with the Bylaws, Board policies, and the Code of Conduct; keep a current certified designation of its org lead on file; take part in required meetings, communications, and members’ votes; use COL&B grants and resources only for authorized purposes; avoid conduct materially harmful to COL&B or the community; provide accurate information when asked; and remain responsible for its own activities, leadership, volunteers, members, and legal obligations.

7.7 Good Standing Proposed

A Member Organization is in good standing while it continues to meet Section 7.2, has a certified org lead on file, meets the attendance expectation (Section 7.8), follows the Code of Conduct and Board policies, properly accounts for COL&B funds (Policy 11), and is not suspended. An inactive Member Organization (Section 7.9) remains a member and may be in good standing; inactive status affects only its vote.

7.8 Attendance Proposed

Each Member Organization must be represented, by its org lead or a permitted alternate, at no fewer than three regular Board meetings in each calendar year. An org lead taking part remotely counts for attendance and discussion (Policy 8).

Attendance at Board meetings and participation in members’ votes are separate expectations. Missing Board meetings does not by itself make an organization inactive or take away its vote; only the ballot rule in Section 7.9 does. A Member Organization that falls short of the attendance expectation receives a written reminder from the Secretary. A Member Organization that is inactive under Section 7.9 and also falls short of the attendance expectation is no longer in good standing, and the Board may review its membership under Section 7.10.

7.9 Active and Inactive Status Proposed

1. Active. A Member Organization is active from admission.
2. Becoming inactive. A Member Organization that casts no ballot in three consecutive members’ votes becomes inactive. Each members’ meeting counts as one members’ vote, however many questions its ballot contains. A returned ballot counts as participation even if it abstains on every question. Members’ votes held while the organization is suspended do not count toward the three.
3. Effect. An inactive Member Organization has no vote and is not counted for quorum. It remains a member, keeps its other rights and duties, and still receives every notice and ballot packet sent to members.
4. Recording and notice. The Secretary records each change of status and its date in the member record and promptly notifies the organization in writing.
5. Reactivation. An inactive Member Organization becomes active again when the Secretary records its written request, signed by its org lead or certified by an officer. Reactivation takes effect for members’ votes whose voting period opens after the Secretary records the request.

7.10 Suspension, Termination and Withdrawal Proposed

1. Decided by the Board. Admission, suspension, and termination of Member Organizations stay with the Board. They are not put to a members’ vote.
2. Grounds. The Board may suspend or terminate a Member Organization that no longer meets Section 7.2, materially violates the Bylaws, the Code of Conduct, or Board policies, misuses COL&B funds (Policy 11), is not in good standing and does not cure the problem after written notice, or engages in conduct materially harmful to COL&B or the community.
3. Procedure. A complaint of misconduct follows the Code of Conduct and Complaint Procedure. In every case:
   • the Member Organization receives written notice of the grounds and the proposed action;
   • it has a reasonable opportunity to respond in writing and, if it asks, at a Board meeting, through its org lead or another person it names;
   • the decision requires two-thirds of the eligible, non-recused Directors; a Director who is an officer, member, or org lead of the organization recuses;
   • the decision is in writing, stating the grounds, the effective date and, for a suspension, its duration and any conditions for reinstatement; and
   • the Member Organization may appeal under the Code of Conduct and Complaint Procedure, Section 3.16.
4. Effect of suspension. A suspended Member Organization cannot vote, is not counted for quorum, and cannot hold an org lead’s seat at Board meetings during the suspension. It still receives notices sent to members.
5. Effect of termination. Termination ends all rights of membership. The Secretary records each suspension and termination, and its date, in the member record.
6. Temporary measures. A temporary measure under the Code of Conduct that restricts an individual org lead does not suspend the organization’s vote; the alternate, or a newly designated org lead, may cast it.
7. Withdrawal. A Member Organization may withdraw by written notice to the Secretary. Withdrawal is effective when the Secretary receives it, unless the notice states a later date.
8. No effect on internal affairs. Suspension or termination ends or limits the organization’s membership in COL&B only. It does not affect the organization’s internal operations.

7.11 What Members Vote On Proposed

Member Organizations, each through its org lead, vote in members’ votes held under Policy 8 on:

1. Member-Elected Directors: electing the two Member-Elected Directors, by plurality (Policy 8).
2. Bylaws and Articles: amendments to the Bylaws (Regulations) and to the Articles of Incorporation, which need the approval of two-thirds of the Directors in office and a majority of the members’ ballots cast.
3. Code of Conduct: adopting or amending the Code of Conduct and Complaint Procedure, which needs a two-thirds Board vote and a majority of the members’ ballots cast.
4. Member-affecting policies: adopting or amending Policies 7 (Member Organizations), 8 (Elections, Meetings and Committees), 9 (Events), 10 (Titles) and 11 (Grants), which need a Board majority and a majority of the members’ ballots cast.
5. Fundamental changes: dissolution, merger or consolidation, and sale of all or substantially all of COL&B’s assets, which need Board approval and then a majority of the members’ ballots cast.

The quorum, fallback, and emergency rules for each are in Policy 8 and the Code of Conduct, Part 5.

7.12 What Members Do Not Vote On Proposed

Everything not listed in Section 7.11 is decided by the Board (see Bylaws). In particular, members do not vote on:

• Board actions at Board meetings, including electing the Officer Directors and filling vacancies;
• admission, suspension, or termination of Member Organizations;
• discipline cases and Code of Conduct investigations;
• contracts, expenditures, budgets, grants, or other spending;
• personnel, executive sessions, sanctioning, or title decisions; or
• Policies 1–6 and 12 (compliance policies), which the Board adopts and amends alone. Member Organizations are notified of every change to them.

7.13 Org Leads at Board Meetings Proposed

Org leads may attend regular Board meetings, take part in discussion, raise concerns and recommendations, offer community perspectives, ask the Board to consider matters, and carry communication between COL&B and their organization. The Board may record their recommendations in its minutes and seeks their input before changing a compliance policy that materially affects Member Organizations.

At Board meetings org leads do not vote on Board actions; their organization’s vote is cast in members’ votes under Policy 8. An org lead who is also a Director votes at Board meetings as a Director, and recuses on grants to, and on the suspension or termination of, the org lead’s own organization.

7.14 Independence and Liability Proposed

Member Organizations remain independent. Members are not liable for COL&B’s debts or obligations because they are members (ORC 1702.55(A)). COL&B does not automatically assume liability for the acts or omissions of a Member Organization, partner, vendor, individual member, volunteer, org lead, or independently operated event; each remains responsible for its own operations, conduct, contracts, insurance, and legal compliance. This does not remove responsibility COL&B has under law for activities it directly controls, contracts for, funds, or operates (see Policy 12).

7.15 Not Chapters or Subordinates Proposed

Membership does not make a Member Organization a chapter, branch, unit, or subordinate of COL&B. COL&B does not supervise or control Member Organizations, appoint their leaders, or review their internal finances, and joining does not give COL&B control over them. Affiliation does not make a Member Organization tax-exempt or give it recognition under Section 501(c)(4) or any other section. Any activity carried out through COL&B must be authorized, documented, and accounted for as a COL&B activity.

7.16 Businesses, Vendors, and Associated Organizations Proposed

The Board may grant businesses, vendors, sponsors, service providers, and other community partners an associated or partner status. Partners may sponsor activities, take part in approved events, provide goods or services, collaborate on community programs, and receive recognition the Board approves (see Policy 5 for sponsorship terms). Partners are not members and have no voting or governance authority: they do not vote in elections or on amendments, control policy, take part in discipline, appoint org leads or representatives, or exercise authority reserved to Member Organizations or the Board.

7.17 Revenue-Sharing and Joint Arrangements Proposed

Any arrangement under which COL&B shares revenue, costs, or control of an activity with a vendor, venue, partner, or Member Organization must:

• be in writing, stating each party’s contribution, share, and responsibilities;
• be approved in advance by the Board under Policy 1, which screens for interested persons and private benefit;
• keep COL&B’s control over its name, marks, and funds; and
• not create a partnership or joint venture, which COL&B would have to report (Form 990 instructions, Part VI, line 16).

Funds raised under COL&B’s name, accounts, or sanctioning authority belong to COL&B, even when others helped raise them.

7.18 Members’ Inspection Right Proposed

Members’ right to inspect COL&B’s books and records, and its limits, are set out in Policy 3, Section 3.8.

Policy 8: Board Elections, Members’ Votes, Meetings and Committees Proposed

Purpose: To set the procedures for Board elections, members’ votes, Board meetings, voting, minutes, and committees under the Bylaws.

Applies to: Directors, officers, ballot administrators, committees, Member Organizations, and org leads and alternates.

8.1 Officer Director Elections: Nominations and Election Meeting Proposed

• The Board has seven Directors: five Officer Directors, elected by the Board, and two Member-Elected Directors, elected by the members under Section 8.23 (see Bylaws).
• Officer Director elections are held every two years at the sixth regular meeting of the year. Nominations close two weeks before that meeting. Candidates may come from Member Organizations or the wider community, must meet the qualifications in the Bylaws, and must complete the Board application. Any Director or org lead may nominate a candidate.
• The seated Directors vote, with a quorum present throughout, one unweighted vote each. Org leads may, by invitation, offer recommendations in the non-confidential portion before ballots are cast. At this Board meeting they do not vote; their organizations vote for the Member-Elected seats under Section 8.23.

8.2 Ballot Administrator Proposed

The Operations and Compliance Officer (OCO) administers, counts, and certifies ballots, in Board elections and in members’ votes, unless the OCO is a candidate, has a conflict, cannot serve, or the Board prefers another neutral administrator, in which case the Board appoints an impartial, unconflicted non-candidate.

8.3 Officer Director Election by Office and Runoffs Proposed

• Candidates run for a specific office; each office is voted on separately by secret ballot unless the eligible Directors unanimously agree otherwise.
• A candidate needs more than one-half of the valid ballots cast for that office. If no one has a majority, runoffs follow, dropping the lowest candidate while three or more remain.
• When two candidates remain, the final round is decided by plurality. If they stay tied after two runoff ballots, the Board may recess for discussion before balloting again. The presiding officer alone never decides the result.

8.4 Certification Proposed

The ballot administrator certifies the number of eligible voters, ballots issued, ballots returned, valid and invalid ballots, each candidate’s total, and the final result. Individual ballots are not placed in public minutes, but the certified totals are entered in the official record.

8.5 Recusal in Removal Matters Proposed

A Director recuses from deliberation and voting on a removal when a relationship or interest is reasonably likely to affect impartiality: family, romantic or sexual relationships, close friendship, financial or employment ties, significant organizational rivalry, or other actual or reasonably apparent bias. A recused Director may give factual information when asked.

8.6 Attendance Proposed

Directors are expected to attend and meaningfully take part in regular meetings. Missing fifty percent or more of the regular meetings in a calendar year is grounds for removal, not automatic removal; the Board may first consider documented emergencies, disability-related needs, illness, family circumstances, or other good cause. The Secretary keeps attendance records for Directors and Member Organizations, and records of each Member Organization’s participation in members’ votes (Policy 7, Sections 7.8 and 7.9).

8.7 Urgent Meetings Proposed

An urgent meeting may be called for a matter that cannot wait: an immediate safety concern, prompt financial or contractual action, an urgent disciplinary or compliance matter, an upcoming event or title contest, or a legal deadline. Its notice states the date, time, place or remote access, the urgent purpose, and whether confidential or disciplinary matters are expected. It is limited to the noticed matters unless all eligible Directors present agree to add one, and may not be used to avoid regular notice. Each Director receives at least two days’ notice of any Board meeting (ORC 1702.31).

8.8 Public Notice Proposed

At least seven calendar days before each regular meeting, the Secretary posts on the website the date, time, place or remote access, a general description, and any special voting matter. An unexpected website failure does not invalidate a meeting when eligible attendees otherwise had timely notice; the Secretary documents efforts to fix it.

8.9 Closed Meetings and Executive Session Proposed

Regular meetings are closed to the general public and ordinarily limited to Directors, org leads and permitted alternates, invited committee chairs and presenters, professional advisors, and others invited for a specific purpose. Invited attendees gain no vote. Executive session is limited to eligible Directors and anyone whose participation the Board finds necessary; org leads attend only when invited to provide information.

8.10 Remote Participation Proposed

A Director using authorized communications equipment is present (ORC 1702.31). The equipment must let all participants communicate at the same time, and a remote vote must show that the Director authorized it and convey the Director’s intent (ORC 1702.01(Q)). The presiding officer verifies each remote participant’s identity, confirms no unauthorized person can hear an executive session, and uses secure electronic ballots that keep election votes secret.

8.11 Quorum Proposed

• A quorum is a majority of the whole authorized number of Directors, rounded up to the next whole Director. With seven authorized Directors, four is a quorum, even if a seat is vacant (ORC 1702.32). Filling a vacancy follows the separate statutory rule.
• Abstaining Directors and Directors attending remotely under Section 8.10 count as present.
• A recused Director counts toward quorum but is not an eligible voter on that matter; an interested Director may be counted toward quorum for the transaction (ORC 1702.301).
• Org leads’ attendance does not affect the Board’s quorum. The quorum for members’ votes is in Section 8.22.

Without a quorum the Board may only adjourn, recess, or take reasonable steps to obtain one. In a safety emergency the OCO may take narrowly limited action under previously delegated authority, which the Board reviews and may ratify at its next meeting.

8.12 Loss of Quorum Proposed

If departures or recusals end the quorum, no binding vote is taken on the affected matter until it is restored; those remaining may discuss informally, receive reports, recess, or adjourn.

8.13 Voting Threshold Proposed

Unless the Bylaws require more, a Board action requires a majority of the Directors present at a meeting with a quorum, not merely a majority of those “present and voting” (ORC 1702.32). A tie fails. The President has no tie-breaking vote, and proxies are not allowed.

8.14 Abstentions Proposed

An abstention is recorded and counts toward quorum. It is not a vote for or against, but it does not reduce the affirmative votes needed. A Director with a conflict recuses rather than abstains.

8.15 Voting Methods Proposed

Votes may be by voice, hands, roll call, written or secure electronic ballot, or another method the presiding officer approves. Secret ballots are used for elections and may be used for disciplinary, removal, or other sensitive matters.

8.16 Action Without a Meeting Proposed

The Board may act without a meeting by a written consent signed by all Directors entitled to notice; an email or other authorized electronic transmission counts as signed (ORC 1702.25). The Secretary files it with the minutes.

8.17 Minutes Proposed

The Secretary’s minutes record the date, time, location, and format; Directors present and absent and org leads present; whether a quorum was established; motions and actions; vote totals, including abstentions and recusals; start and end times of executive sessions; reports received; adjournment time; and anything else needed for an accurate record. Minutes of members’ meetings record the certified results under Section 8.22.

Minutes of the Board, and of any committee acting with authority delegated by the Board, are approved by the later of the next meeting or 60 days after the meeting (Form 990 instructions, Part VI, lines 8a and 8b; Treas. Reg. 53.4958-6). Minutes for decisions on compensation or interested transactions also include the content Policy 1 requires.

Minutes omit unnecessary confidential detail. Approved minutes are posted on COL&B’s website after the Board redacts confidential, legally protected, safety-sensitive, identifying, or disciplinary information. Retention follows Policy 3.

8.18 Committee Charters Proposed

The Board creates, restructures, or dissolves committees by majority vote, with a charter setting each one’s name, purpose, authority, membership, chair, reporting, duration, and any decision-making power. No committee exercises authority reserved to the Board.

• Membership. Directors, org leads, members of Member Organizations, volunteers, advisors, and others the Board approves; limited to Directors when confidentiality, fiduciary or disciplinary authority, or legal responsibility requires.
• Chairs. Appointed by the Board unless a charter says otherwise. A chair coordinates and schedules the committee, keeps records, reports to the Board, stays within delegated authority, and discloses conflicts. A non-Director chair has no Board vote.
• Ad hoc committees. Created for a limited purpose (for example a project, event, policy review, investigation, urgent matter, title contest, election, or outreach) and dissolved when the work or final report is done, the set period ends, or the Board ends it.
• Records. Committees keep records suited to their work, report to the Board, and protect confidential records.

8.19 Community Relations Committee and Chair Proposed

The Community Relations Committee connects COL&B with Member Organizations, community groups, partners, and the wider community: it maintains relationships, receives feedback, helps prospective members and partners, coordinates outreach and collaboration, reviews sanctioning requests, recommends initiatives, and supports communications.

The Board may appoint a Community Relations Chair and may delegate, in writing, authority to approve sanctioning requests within the standards of Policy 9. The Chair coordinates the Committee, reports decisions to the Board, keeps records of sanctioned events, makes sure use of COL&B’s name and logo is authorized, and uses only the authority expressly delegated, which the Board may review, modify, suspend, or reverse.

8.20 Ethics and Disciplinary Committee Proposed

• The Committee exists from incorporation. It is confidential, peer-governed, and limited to eligible, non-recused Directors.
• It reviews alleged Code of Conduct violations and misconduct by Directors, Member Organizations, org leads, or titleholders, disciplinary recommendations, retaliation complaints, serious event-safety incidents, and other matters the Board refers.
• The OCO may present the complaint, investigation, and evidence and answer questions. When the OCO investigated or prepared the case, the OCO does not vote, join closed deliberations, try to direct the outcome, or act as sole appellate reviewer.
• If too few eligible Directors remain for an impartial decision, the Board refers fact-finding to independent reviewers and obtains Ohio nonprofit counsel’s advice on a lawful procedure; org leads gain no vote in the decision, and discipline cases are never put to a members’ vote.
• Proceedings are closed and confidential, subject to the disclosure limits and the protected right to report unlawful conduct to outside authorities set out in the Code of Conduct and Complaint Procedure.

8.21 Future Grant Committee Proposed

Initially the Board approves all grants. A later Grant Committee’s charter sets its membership, review standards, approval thresholds, financial limits, reporting, and conflict procedures (Policy 11). The Board keeps ultimate fiduciary responsibility.

8.22 Members’ Votes Proposed

1. Ballot meetings. Every vote of the members is taken at a members’ meeting held solely by electronic means. Votes are cast by electronic or mail ballot during a voting period of fourteen days that ends at the stated close of the meeting. A Member Organization that returns a ballot during the voting period is present.
2. Calling a vote. The Board calls members’ votes, and others may call them as the Bylaws provide. A matter that needs Board approval (Section 7.11) goes to the members only after the Board has approved it.
3. Annual members’ meeting. Each year an annual members’ meeting is held to elect the Member-Elected Director whose seat is up (Section 8.23). Other questions may be placed on the same ballot.
4. Notice. The Secretary sends written notice to every Member Organization, including inactive and suspended ones, at least twenty-one days before the voting period closes. The notice states the opening and closing of the voting period and how to return a ballot, and includes the ballot, the full text of each proposal, and the Board’s vote approving it.
5. Who votes. Each active Member Organization that is not suspended has one vote, cast by its org lead or, if the org lead is unavailable, its certified alternate (Policy 7, Section 7.5). If both return ballots, the org lead’s counts. Active status is fixed when the voting period opens.
6. Verification. The Board adopts procedures for confirming that each ballot was authorized by the Member Organization’s org lead or alternate and reflects its intent.
7. Quorum. A quorum is ballots returned by at least one-third of the active Member Organizations.
8. Vote needed. Unless the Bylaws or law require more, a majority of the ballots cast on a question decides it. Abstentions, blank ballots, and invalid ballots are not ballots cast. Member-Elected Directors are elected by plurality (Section 8.23).
9. Certification. When the voting period closes, the ballot administrator certifies the number of Member Organizations, the number active, the ballots returned, whether a quorum was present, the votes for and against each question (or each candidate’s total), abstentions, invalid ballots, and the result. Individual ballots are not placed in public minutes.
10. Record. The Secretary records the certified results in the minutes of the members’ meeting, sends them to every Member Organization, and reports them to the Board at its next meeting. Ballots and certifications are kept under Policy 3.
11. Fallbacks when no quorum is reached. These are set out in the table after this list.
12. Emergency changes. When law requires a change to the Code of Conduct or a member-affecting policy to take effect immediately, the Board may adopt it by the Board vote that would otherwise be required. It takes effect at once and is put to the members for ratification at the next members’ vote. If the members do not ratify it, it stays in effect only to the extent law requires, and the Board submits a revised version at the following members’ vote.
13. Notice of Board-only changes. The Secretary notifies every Member Organization, with the text, of every change to Policies 1–6 and 12 promptly after the Board adopts it.

Fallbacks when a members’ vote has no quorum

8.23 Member-Elected Director Elections Proposed

• Seats and terms. The two Member-Elected Directors serve staggered two-year terms, so one seat is elected at each annual members’ meeting (see Bylaws for the first terms).
• Nominations. The Secretary calls for nominations at least fourteen days before notice of the annual members’ meeting is sent. Any Member Organization, through its org lead, and any Director may nominate. Each candidate must meet the qualifications in the Bylaws and complete the Board application. Nominations close when the notice is sent, and only nominated candidates appear on the ballot.
• Election. Each active Member Organization casts one vote for the seat. The candidate with the most ballots is elected; there are no runoffs.
• Ties. If two or more candidates tie for the most ballots, a new members’ vote limited to them is held. If they remain tied, the seat is treated as unfilled.
• Unfilled seats. If no candidate is nominated, no quorum is reached, or a tie is not resolved, the Board fills the seat until the next members’ election, at which the members elect a Director for any remainder of the term. Mid-term vacancies follow the Bylaws.

Policy 9: Official Events and Sanctioning Proposed

Purpose: To set how events become official COL&B events and the standards every official event must meet.

Applies to: Event applicants and organizers, volunteers, Event Safety Representatives, the Community Relations Chair, and the Board.

9.1 What Sanctioning Means Proposed

An event is official only when approved by the Board or by the Community Relations Chair or another person or committee with written sanctioning authority (Policy 8). Sanctioning lets the event use COL&B’s name and approved branding, be promoted as official, seek COL&B funding and support, and appear in official communications. No one may call an event sanctioned without approval, and “sanctioned” does not mean COL&B operates or controls it.

9.2 Applicants Proposed

Member Organizations, community groups (including non-members seeking COL&B’s participation, recognition, branding, or support), approved partners, COL&B committees, and others the Board approves may apply.

9.3 The Request Proposed

Applicants use the event sanctioning form: (Event sanctioning form link to be added). The reviewer may require the event’s name, purpose, date, time, venue, and intended audience; organizer contacts; budget and funding request; accessibility, safety and consent, volunteer, and staffing plans; insurance information; alcohol or substance plans; any titles, judges, or contests; requested use of COL&B’s name or logo; the education, safety, health, or community-resource content (Section 9.5); and anything else needed.

9.4 Approval Standards Proposed

An event may be sanctioned when it:

• aligns with COL&B’s mission and meets Section 9.5;
• complies with the Code of Conduct;
• uses a lawful and appropriate venue;
• provides reasonable safety and consent measures;
• meets applicable accessibility requirements;
• has a feasible operational and financial plan;
• does not create unreasonable risk to participants or COL&B; and
• meets any additional standards the Board adopts.

9.5 Keeping Events Social-Welfare Activity Proposed

COL&B must operate primarily for the common good, not as a social club for participants (Treas. Reg. 1.501(c)(4)-1(a)(2)(4)-1); IRS, Social activity and social welfare). Public shows, festivals, and community events can be social-welfare activity, while organizations serving mainly their own members have not qualified (IRS EO CPE FY2003, pp. I-3 to I-10). Therefore:

• Sanctioned events should be open to the public, subject only to the age rule, venue capacity and rules, and safety limits.
• Each sanctioned event should include education, consent, safety, health, or community-resource content, such as a consent briefing, a workshop, resource tables, or information on community services.
• Social and recreational activity must remain secondary to COL&B’s social-welfare activity as a whole.
• Each year the Treasurer and the Board track time and expense by activity category (for example education and safety programs, public events, title program, grants, advocacy, administration) so COL&B can show its activity mix as Form 1024-A, Part III asks (Instructions for Form 1024-A). Post-event reports (Section 9.17) feed this record.

9.6 Use of Name and Logo Proposed

COL&B’s name, logo, title marks, and branding may be used only for a sanctioned event, under written authorization and Board branding standards, for the approved purpose and period. Authorization may be revoked if conditions are not met.

9.7 Organizer Responsibilities Proposed

The organizer plans the event, works directly with the venue, follows the Bylaws, the Code of Conduct, and this Policy, maintains safety and consent standards, coordinates volunteers and staff, communicates event rules, implements accessibility measures, manages the budget, keeps records, handles operational concerns, designates an Event Safety Representative, and files post-event reports. The organizer may ask the Board, Member Organizations, committees, or volunteers for support.

9.8 Venues Proposed

Official events are held only at approved commercial, public, rented, organizational, or other non-residential venues, never at private residences. The organizer works with the venue on capacity, exits, accessibility, alcohol service, security, staff duties, health and safety, insurance (Policy 12), and permits.

9.9 Age Proposed

All attendees, participants, contestants, volunteers, and COL&B representatives at an official event must be at least twenty-one. The organizer sets reasonable age verification, such as checking photo identification at the door. Venue staff, contractors, emergency personnel, and others present professionally may be permitted consistent with law and venue rules.

9.10 Alcohol and Sober Participation Proposed

Alcohol may be present when lawful, permitted by the venue, served under proper licenses, within the approved plan, and not used against consent or safety. Alcohol-serving venues are permitted; an event may be designated fully sober. Sober people must be able to take part without pressure, ridicule, exclusion, or disadvantage, and no one may be pressured to drink or use any substance. When practical, organizers offer non-alcoholic options, advance notice of alcohol, sober-friendly activities, and briefed staff.

9.11 Illicit Substances Proposed

Possessing, using, or distributing illicit substances at an official event is prohibited. No substance may be used to coerce, impair consent, manipulate participation, facilitate abuse, obtain sexual, physical, financial, or organizational compliance, or get around event or venue rules.

9.12 Accessibility Proposed

Official events comply with applicable accessibility law, including the Americans with Disabilities Act. Organizers make reasonable efforts on accessible entrances, routes, and restrooms, seating, communication access, sensory needs, clear written information, and reasonable accommodations, and announce in advance any known limitation that cannot reasonably be corrected.

9.13 Consent and Participant Safety Proposed

Organizers make the Code of Conduct available, communicate consent expectations, tell participants how to report concerns, brief staff on safety duties, address boundary violations promptly, keep immediate safety responses separate from later discipline, and ensure no one is pressured into any activity.

As recommended practice (not a legal requirement), COL&B follows the National Coalition for Sexual Freedom’s guidance (NCSF Sample Consent Policy for Clubs and Events; NCSF, Liability Issues for Groups and Events):

• event consent rules state that consent is explicit and given in advance, silence is not consent, consent may be withdrawn at any time, an impaired person cannot consent, and no one may be outed or photographed without consent;
• every consent incident is documented in writing promptly by the Event Safety Representative, preferably before the event ends; and
• when COL&B learns of a consent violation, it acts on it under the Code of Conduct and Complaint Procedure rather than leaving it unaddressed.

9.14 Volunteers Proposed

The producing organization recruits, screens when appropriate, trains, schedules, and supervises volunteers (for setup, registration, accessibility, guest and safety support, contests, and information), and may ask Member Organizations or the Board for help.

9.15 Event Safety Representative and Emergencies Proposed

Every official event designates at least one Event Safety Representative, identified by a wristband or other Board-approved visible identifier. Their duties and immediate authority, including at venues whose staff control removal, are in the Code of Conduct and Complaint Procedure. Organizers set emergency procedures suited to the venue and contact security, emergency medical services, law enforcement, or fire authorities when needed. COL&B’s internal process never delays emergency help.

9.16 Funding and Costs Proposed

Events may be funded by COL&B grants (Policy 11), fundraising, sponsorships (Policy 5), donations, tickets, applicant contributions, or other approved sources; COL&B funds are used only for the approved purpose. A non-member community group seeking COL&B’s presence, staffing, branding, or support ordinarily pays the costs unless a grant, Board funding, or written cost-sharing (Policy 7, Section 7.17) is approved, or COL&B finds a significant mission-related purpose.

9.17 Post-Event Reporting Proposed

The organizer may be required to report attendance, finances with receipts, grant use, safety incidents, accessibility feedback, volunteers and their hours, community impact (including the education, safety, or resource content delivered), and recommendations.

9.18 Withdrawal of Sanctioning Proposed

The Board or an authorized Community Relations Chair may suspend or withdraw sanctioning for omitted or misstated material information, failure to meet the standards, inadequate safety or consent measures, misuse of funds or branding, an unsuitable venue, refusal of corrective action, or unreasonable risk. When practical, the organizer first gets notice and a chance to fix the problem.

Policy 10: Official Titles and Title Contests Proposed

Purpose: To govern COL&B’s official titles, the contests that award them, and the duties of titleholders.

Applies to: The Board, contest committees and administrators, judges, contestants, titleholders, and former titleholders.

10.1 Ownership Proposed

COL&B owns, sanctions, maintains, and controls every official title created under its authority, including title names, contest branding, logos, sashes, patches, medallions or other insignia, contest records, titleholder standards, historical records, and associated intellectual property to the extent the law allows.

10.2 Creation and Retirement Proposed

The Board may create, modify, combine, suspend, retire, or restore a title and set title-specific rules. Creating, permanently retiring, or materially restructuring a title requires Board approval.

10.3 Sanctioning of Contests Proposed

No contest may be represented as an official title contest unless the Board sanctions it. Official contests follow the Bylaws, the Code of Conduct, the published contest rules, eligibility and conflict rules, Policy 9’s event, safety, and accessibility standards, and any title-specific policy the Board adopts.

10.4 Contest Rules Proposed

COL&B publishes contest rules before accepting final contestant commitments. Rules should cover eligibility, application procedures, categories, judging criteria, scoring, required appearances, contestant conduct, withdrawal, conflicts of interest, titleholder duties, discipline and removal, use of the title, prizes and titleholder benefits (Section 10.10), and other title-specific matters.

10.5 Eligibility Proposed

A contestant must be at least twenty-one, meet the published title-specific qualifications, complete the required applications, agree to the Code of Conduct, disclose relevant conflicts, take part in required contest activities, and be willing to carry out titleholder responsibilities. No one is unlawfully discriminated against in title candidacy.

10.6 Judges Proposed

The Board or contest committee selects judges from the Board, Member Organizations, the wider community, or other approved sources, for knowledge of the title or community, experience, understanding of the mission, impartiality, availability, and compliance with conflict rules.

10.7 Judge Conflicts Proposed

A judge discloses any actual, potential, or perceived conflict with a contestant and recuses when the contestant is a relative, a current romantic or sexual partner, a household member, a close friend whose relationship could affect impartiality, someone with whom the judge has a significant financial relationship, someone in an active serious dispute with the judge, or someone whose relationship with the judge otherwise creates a reasonable appearance of bias. The contest administrator decides whether reassignment or recusal is required.

10.8 Required Safety Measures Proposed

Every official contest has a designated Event Safety Representative, published contest rules, clearly communicated consent standards, each contestant’s signed acknowledgment of the Code of Conduct, judges’ conflict disclosures, a way to report concerns, venue and accessibility planning, and a process for emergencies or misconduct.

10.9 Scoring and Results Proposed

COL&B sets a written scoring or selection method and applies it consistently. The Board may require score sheets, minimum qualifying scores, interview, community-impact, or on-stage components, tie-breaking procedures, and certification of results. Individual score sheets may stay confidential, but final results are documented.

10.10 Titleholder Duties and Benefits Proposed

A titleholder represents COL&B and holds a position of community trust. A titleholder shall represent COL&B ethically, promote its mission, follow the Code of Conduct, respect consent and safety standards, take part in approved community activities, use the title only as authorized, avoid misrepresenting COL&B’s positions, keep up required communication, and fulfill title-specific duties.

So that the title program furthers social welfare rather than serving mainly the people who take part in it (IRS EO CPE FY2003, pp. I-3 to I-10), titleholder duties are public-facing: education, outreach, and fundraising for community programs, including consent and safety education and connecting people to community resources. Each title’s rules list the expected appearances and activities, and the titleholder reports them so they can be counted in Policy 9, Section 9.5.

Prizes, travel support, reimbursements, and other benefits to titleholders must be reasonable, set out in advance in the contest rules or a written agreement, and approved under Policy 1. The Bylaws’ private-benefit clause names titleholders expressly (IRS, Inurement (501(c)(4))).

10.11 Titleholder Conduct and Discipline Proposed

Titleholder conduct, complaints, temporary measures, outcomes, and revocation are handled under the Code of Conduct and Complaint Procedure.

10.12 Former Titleholders Proposed

A person who completes a title term may be recognized as a former titleholder but may not present themselves as the current titleholder. Historical recognition may be removed or qualified after a disciplinary process under the Code of Conduct.

10.13 Title Property Proposed

Sashes, medallions, patches, documents, digital accounts, and other title property owned by COL&B are returned on request, on removal, or at the end of the title term. The Board may let a titleholder keep commemorative items.

10.14 Title-Program Details Proposed

The Board may adopt title-specific rules on contest schedules, application forms, scoring guides, travel expectations, appearance requirements, fundraising rules, reimbursement (under Policy 4), social-media expectations, title succession, and ceremonial practices, consistent with this Policy.

Policy 11: Grants and Community Funding Proposed

Purpose: To make sure COL&B’s grants further social welfare, are awarded fairly, and are properly used and accounted for.

Applies to: Grant applicants and recipients, the Board, any Grant Committee, reviewers, and the Treasurer.

11.1 Purpose of Grants Proposed

COL&B may make grants and give financial assistance primarily for:

• community education;
• consent and safety;
• accessibility;
• anti-discrimination;
• community resources;
• advocacy and civic engagement;
• outreach and public programming;
• other social-welfare activities; and
• events and title contests, when they demonstrably further the purposes above.

Grants are not intended for broad, unrestricted operating support.

11.2 Social-Welfare Use Proposed

Every grant must further social welfare and fund public or community programs, not mainly a grantee’s own members’ social activities, which could look like operating for a private group (IRS EO CPE FY2003, pp. I-3 to I-10 and I-27, discussing Rev. Rul. 78-132 and American Women Buyers Club; Treas. Reg. 1.501(c)(4)-1(a)(2)(4)-1)). A funded event must meet Policy 9, Section 9.5.

11.3 Eligible Applicants Proposed

Applicants may be a Member Organization in good standing and not suspended, a COL&B committee, an approved event organizer, an approved community group, or another mission-aligned applicant the Board specifically authorizes. Grants to Member Organizations also meet Section 11.18.

11.4 No Automatic Entitlement Proposed

Membership creates no automatic right to funding. Grants depend on available funds, the quality and completeness of the application, mission alignment, compliance history, community benefit, feasibility, and other objective criteria.

11.5 Evaluation Criteria Proposed

Decisions rest on consistent, documented criteria: mission alignment, financial need, community impact, accessibility and inclusion, safety and consent planning, feasibility, a reasonable budget, capacity to deliver, broader community benefit, prior use of COL&B funds, and available funds.

11.6 Fairness Proposed

Decisions may not rest on personal friendships, romantic or sexual relationships, organizational popularity, community status, retaliation, bias, preference unrelated to the criteria, or a decision-maker’s personal benefit. Applicants differ in needs, resources, audiences, and impact, so consistent criteria do not require identical amounts or outcomes.

11.7 No Matching Requirement Proposed

No applicant must provide matching funds, and the absence of matching funds is not by itself a negative factor.

11.8 Application Proposed

Applicants use the grant application: (Grant application link to be added). The Board may require a project or event description, budget, amount requested, intended use, accessibility plan, safety plan, venue information, expected attendance or impact, other funding sources, conflict disclosures, prior grant reports, a description of who will benefit and how the public can take part, and other relevant information.

11.9 Approval Proposed

Initially the Board approves all grants by a majority of the Directors present at a meeting with a quorum (Policy 8, Section 8.13), with recused Directors not voting, unless the Board sets a higher threshold. A later Grant Committee (Policy 8, Section 8.21) may review applications, request information, recommend awards, approve grants within written limits, monitor compliance, and report to the Board, which keeps ultimate fiduciary responsibility.

11.10 Grant Conflicts Proposed

A Director, org lead, committee member, or reviewer affiliated with an applicant discloses the relationship and recuses from deliberation and voting. A Director who is an officer or the org lead of an applicant always recuses. The person may present factual information but may not try to influence the decision outside the ordinary application process. A Director or officer who is also an officer of the applicant has a conflict handled under Policy 1: as a disqualified person (Treas. Reg. 53.4958-3), with approval by Directors without a conflict and contemporaneous records (Treas. Reg. 53.4958-6), and as an impartiality conflict even when no financial interest is involved.

11.11 Grant Agreement Proposed

Every grant has a written agreement stating the recipient, amount, approved purpose (including the public or community program it funds), payment schedule, reporting and documentation requirements, procedure for unused funds, compliance obligations, repayment for misuse, and other reasonable conditions.

11.12 Restricted Use Proposed

Funds are used only for the approved purpose. They may not be used for personal enrichment, unapproved operating expenses, unlawful activity, conduct that violates the Code of Conduct, illicit substances, undisclosed related-party payments, or a materially different purpose without written approval. Grant funds are never used for political campaign activity, meaning support for or opposition to any candidate (see Policy 6). Any other political or lobbying use requires express approval under Policy 6 and must be lawful.

11.13 Payment Methods Proposed

Payments may be made directly to a venue or vendor, as reimbursement, as an advance subject to documentation, in installments, by buying approved goods or services, or by another Board-approved method. The Board chooses the method that best protects COL&B’s funds.

11.14 Reporting Proposed

Recipients may be required to submit receipts, invoices, an accounting, an event summary, attendance, community impact, accessibility outcomes, safety incidents, photographs or promotional materials, and other evidence of proper use. Every recipient files a final report showing how the funds served the approved public or community purpose.

11.15 Unused Funds Proposed

Unused funds are returned unless the Board approves reallocation to another approved expense, an extension of the grant period, or retention for a specifically identified related purpose.

11.16 Misuse Proposed

Misuse, failure to account, material misrepresentation, or unauthorized diversion may lead to suspension of payment, repayment, ineligibility for future grants, disciplinary review, suspension or removal of a Member Organization, civil recovery, or referral to an appropriate authority.

11.17 Records Proposed

Applications, decisions, conflict disclosures, agreements, payments, and reports are kept as financial and governance records under Policy 3. COL&B may publish summaries; detailed financial or identifying information may remain confidential.

11.18 Grants to Member Organizations Proposed

Member Organizations are COL&B’s voting members, so a grant to one is a payment to a member, which COL&B reports as such. Because members also elect two Directors, every grant to a Member Organization must clearly serve the community, not the organization or its own members. In addition to the rest of this Policy:

1. Public or community purpose. The grant funds a program, event, or resource open to the public or the wider community, consistent with Sections 11.1 and 11.2. It does not fund the organization’s general operations, its members-only social activities, or benefits for its own members.
2. Written agreement first. No funds are paid until a written grant agreement under Section 11.11 is signed. The agreement states the public benefit, how the public can take part, the budget, and the reporting due.
3. No payments to insiders. Grant funds may not pay compensation or other benefits to the organization’s officers, org lead, alternate, or members, other than reimbursement at cost of documented program expenses approved in the agreement.
4. Reporting. The organization files the final report under Section 11.14, with receipts and evidence of public participation, by the date in the agreement. A Member Organization with an overdue report is not eligible for another grant until it is filed.
5. Recusal. A Director who is an officer or the org lead of the applicant recuses under Section 11.10 and Policy 1.
6. Tracking. The Treasurer keeps a list of all payments to Member Organizations, with their purpose, for COL&B’s exemption application and annual return.

Policy 12: Insurance and Risk Proposed

Purpose: To protect COL&B, its people, and the community through appropriate insurance and sound risk practices, while keeping people accountable for misconduct.

Applies to: The Board, officers, committees, volunteers, org leads, approved agents, and organizers of official events.

12.1 Purpose Proposed

COL&B seeks to protect itself, its Directors, officers, volunteers, committees, org leads, and approved agents, while keeping accountability for misconduct or unlawful acts. Indemnification is governed by the Bylaws.

12.2 Coverage Proposed

The Board may obtain insurance suited to COL&B’s operations, including insurance that covers a person even where indemnification would not be allowed (ORC 1702.12(E)(7)). Coverage the Board considers each year includes:

• general liability;
• directors and officers liability;
• event insurance;
• cyber liability;
• property coverage;
• volunteer coverage (such as volunteer accident coverage); and
• other appropriate policies.

The Treasurer keeps a schedule of current policies, limits, and renewal dates and reports on it at least once a year. Policies are kept permanently under Policy 3.

12.3 Independence of Member Organizations Proposed

Member Organizations remain independent. Being a voting member of COL&B does not create a merger, partnership, joint venture, employment relationship, agency authority, or shared legal liability, and members are not liable for COL&B’s obligations (Policy 7, Section 7.14).

12.4 Venue Insurance Proposed

A venue is ordinarily expected to carry insurance suited to its operations. The Board may require proof of the venue’s insurance before sanctioning an event. Venue insurance does not automatically insure COL&B, the organizer, a Member Organization, volunteers, or participants. The Board may require event-specific or organizational insurance when appropriate, such as for an event COL&B directly operates or funds.

12.5 No Assumption of Liability Proposed

COL&B does not assume legal responsibility for the acts of Member Organizations, their individual members, independent events not sanctioned by COL&B, independent business activities, individuals’ personal conduct, or activities outside COL&B’s authority. This does not limit any responsibility COL&B has under law for activities it directly controls, contracts for, funds, or operates.

12.6 Acting on Known Incidents Proposed

The NCSF liability guide warns that liability or directors and officers insurance may not respond to a claim if the board knew of a consent violation and allowed the person to remain (NCSF, Liability Issues for Groups and Events). As recommended practice:

• the Board acts promptly on every known consent or safety incident through the Code of Conduct and Complaint Procedure, including interim safety measures where warranted;
• incidents and the Board’s response are documented and kept under Policy 3; and
• the Treasurer notifies insurers of incidents and claims as each policy requires.

12.7 Volunteer and Director Protection Proposed

Ohio limits the liability of uncompensated volunteers of a “charitable organization” (ORC 2305.38), and limits Directors’ liability in damages unless the Bylaws opt out (ORC 1702.30). The federal Volunteer Protection Act does not protect a volunteer acting with gross negligence or willful misconduct and gives the organization itself no protection (NCSF, Liability Issues for Groups and Events). COL&B does not rely on these protections in place of insurance.

12.8 Risk Practices Proposed

• Official events follow Policy 9, including the age rule, venue standards, and incident documentation.
• Contracts are reviewed under Policy 4 for indemnity, insurance, and liability terms before signing.
• The Board reviews COL&B’s risks and insurance at least once a year.