Bylaws

SECTION 1. A. Leadership Noble County shall provide emerging and existing leaders, in the Noble County area, an opportunity to explore the concept of leadership and to develop and improve their leadership skills and abilities.
Such opportunity shall be provided through an intensive nine-month
course of study designed to challenge, inspire, and educate emerging and existing leaders.

SECTION 2. Leadership Noble County shall work to make the Noble County area aware of the concerns of the graduates and encourage the graduates to seek leadership roles in Noble County.

ARTICLE III
Membership

SECTION 1. Leadership Noble County shall be comprised of the three following distinct categories of members.
A. Directors shall be those individuals serving on the Leadership Noble County Board and shall have general charge over the governance and direction of the organization.
B. Members of the current Leadership Noble County class shall be active members of the organization and shall have the authority as a group to make recommendations to the directors.
C. Graduates of Leadership Noble County shall be alumni members of the organization and may serve on committees charged with carrying out the functions of the organization.

ARTICLE IV
Governance and Committees

SECTION 1. A. All decisions made in the name of Leadership Noble County shall be made by the directors through a simple majority vote at a regular meeting of the directors, or committee meetings at which the directors are in attendance. The directors shall meet at such times as they deem necessary or appropriate.
B. In all meetings of the directors at which decisions affecting Leadership Noble County are made, Robert’s Rules of Order, Newly Revised shall be the parliamentary authority used.
C. A quorum of directors must be present at all meetings in order to execute official action in the name of Leadership Noble County. A quorum shall be deemed to exist by the presence of a simple majority of directors at any scheduled meeting.

SECTION 2. A. Initially, the Board of Directors shall consist of five graduates from the first two graduating classes of Leadership Noble County. The five directors shall be elected by a majority of the Leadership Noble County Class I and Class II graduates.
B. Each class following Class II shall elect one graduate at the class’s final session to serve on the Board of Directors for a term of five years, increasing the size of the Board by one at the end of each additional class. Newly elected board members shall take office at the regularly scheduled meeting of the Board of Directors in June of the same year.
C. Beginning with Class VI, and each year thereafter, one of the initial five directors shall leave the Board in a pre-determined order maintaining a nine member Board.
D. The Board of Directors shall consist of no more than nine graduates.
E. In cases of resignations from the Board, the Board of Directors shall appoint a replacement from the class of the resigning board member. The appointment must be approved by a majority of board members.
F. A director who misses three consecutive meetings shall be automatically removed from the Board and replacement shall be appointed in the same manner as Section 2-D.
G. Should the Board of Directors, in their discretion, determine that it is appropriate, the number of board members may be increased to eleven. The two additional members will be members at large and shall be graduates from any previous class. The board members shall serve for a term of five years and will be replaced through Board appointment.

SECTION 3.    A. Each director shall have a vote of equal weight to all other directors.
B. Directors must be present at the scheduled meeting to cast votes on business concerns of Leadership Noble County. No provision shall be made for absentee or proxy voting by directors.

SECTION 4.    The Board of Directors shall select and confirm, by vote, three directors to fill the following positions on a bi-annual basis. The officers of the organization shall be elected in June and take office in July of each year.
A. Chair – This position shall be responsible for presiding over each scheduled meeting, as well as overseeing committee functions and facilitating leadership throughout the Board.
B. Vice Chair – This position shall be responsible for assisting the Chair with leadership and oversight, as well as presiding over meetings in the absence of the Chair. The Vice Chair shall act as Treasurer for the organization and shall be responsible for an annual budget, as well as keeping accurate financial records and corporate records.
C. Secretary – This position shall be responsible for recording the actions and discussion of all official meetings of the Board of Directors, to preside over all scheduled meetings in the absence of the Chair and Vice Chair, and serve as Corresponding Secretary.

SECTION 5. The Board of Directors shall create, appoint, and oversee the following committees. The Board of Directors shall approve or reject recommendations made by said committees. Committee chair persons shall be members of the Board of Directors and graduates of Leadership Noble County. A chair person who misses three consecutive Board of Director meetings shall be removed from that committee and a replacement shall be appointed by the Board of Directors.
A. Program Committee – The program committee chair shall serve as the current class chair, and shall be responsible for developing, refining, and recommending the appropriate curriculum of the Leadership Noble County program. This committee shall also be responsible for recruiting session chairs and developing the calendar for each class.
B. Nomination Committee – In general, shall be responsible for identifying participants, setting membership criteria, and overseeing the application process.
C. Finance Committee – In general, shall be responsible for conducting the end of the year audit, along with spot audits throughout the year, and shall be responsible for developing an annual budget. This committee shall be made up of alumni appointed by the Board of Directors.
D. Publicity Committee – In general, shall be responsible for educating the public about Leadership Noble County, recruitment, designing of literature, and maintaining and updating the LNC website.
E. Alumni Committee – In general, shall be responsible for keeping a database of graduates, planning alumni events, placement of graduates in leadership roles in the community, and planning the opening reception and graduation for each class.

SECTION 6.    A. No expenditure of the Leadership Noble County funds shall be made without the concurrence of at least a simple majority of the directors at any scheduled meeting.
B. Tuition and fees charged to active members of Leadership Noble County shall be determined by a simple majority vote of the directors at a regular meeting of the directors, or committees at which the directors are in attendance.
C. Prior to acceptance of applications, the directors shall establish the tuition and fees to be charged to Leadership Noble County members, as well as budget for the nine month program.
D. Expenditures in excess of the established budget must be approved by a simple majority of the directors.
E. The directors shall set annual dues for alumni to be billed each July to cover the cost of communication with alumni and meetings that may take place. Initially, annual dues shall be set at $10.00.

SECTION 7.    Directors of Leadership Noble County may establish and maintain additional committees, as the directors deem necessary. All committees created under Article IV serve at the pleasure of the directors and have no voting authority.

ARTICLE V
Membership Qualifications and Graduation Requirements

SECTION 1. Leadership Noble County is open to all interested county residents and does not discriminate on the basis of age, sex, race, religion or national origin. Participants are selected based on ability, demonstrated interest in their community, and insight for effective leadership. Participants must fully complete the application process and submit two letters of recommendation. The program requires a definite commitment of time on the part of each participant. The course consists of a mandatory two-day retreat and eight one-day sessions. Classes shall be held in a location that best relates to the topic studied.

SECTION 2. The application process is to ensure a class that consists of members from diverse backgrounds, experiences and geographical locations. All applications shall be reviewed by the nominating committee, who shall notify the current class members of acceptance into Leadership Noble County. All applications shall be considered confidential and will be used only for the purpose of the selection process. The size of each year's class shall be between ten and fifteen; however, a majority vote of the Board of Directors may increase or decrease the size of the class. The need for diversity in the class composition could affect many qualified candidates that may not be chosen for inclusion in the class. However, individuals who are not selected shall be encouraged to reapply. Each class member shall be required to acknowledge and sign the agreement on the application.

SECTION 3. Attendance is mandatory for successful completion of and graduation from the program. Absence from more than one full session, or the accumulation of partial sessions, shall make the participant ineligible to graduate.

SECTION 4. A member who is absent from more than one full session, or the accumulation of partial sessions, shall receive a certificate of participation. A member who receives a certificate of participation shall be eligible to participate in the next class to make-up for the sessions missed. Upon successful completion of all missed sessions, the member shall be eligible for graduation at the end of the current class, at which time the member shall receive a certificate of graduation.

ARTICLE VI
Adoption and Amendment of Bylaws

SECTION 1. These bylaws shall be adopted and in effect upon approval of a majority of Class I and Class II of Leadership Noble County.

SECTION 2. These bylaws may be amended by the directors at any properly called meeting, provided that the proposed amendment has been distributed to all the directors at least seven (7) days prior to the meeting at which the amendment is to be considered, and that the proposed change is passed by a three-fourths majority vote.

APPROVED this __22nd____ day of __September__ 2005.

__ Tony Wisely__ __Sherry DeBord__ Steve Seabolt
Chair Person Vice Chair Person Secretary