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Originally Adopted September 12, 2004
Amended January 13, 2013; December 23, 2015; April 19, 2019; August 21, 2019; April 1, 2021; November 30, 2021; February 16, 2026; Amended and Approved October 2, 2026

Article I. Name and Principal Office

The name of this corporation shall be Birth Circle Inc.

The principal office of the Corporation shall be located at:

The Nest
217 Columbus Road, Suite 103
Athens, Ohio 45701

The Board of Directors may change the principal office by resolution.

Article II. Purpose and Mission

Birth Circle Inc. is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code.

Mission

Our mission is to empower and support all individuals and families—regardless of background, identity, culture, or family structure—through their unique journeys of family-building by providing information, resources, and opportunities to build community.

The organization provides education, support, referrals, and community-building opportunities that strengthen families throughout pregnancy, childbirth, postpartum, parenting, adolescence, and other family transitions.

Article III. Board of Directors

Section 1. Authority

The affairs of the Corporation shall be governed by its Board of Directors.

Section 2. Composition

The Board shall consist of no fewer than four (4) and no more than fifteen (15) Directors.

Section 3. Officers

The officers shall be:

• President

• Vice President

• Secretary

• Treasurer

The officers shall be elected annually by the Board.

Section 4. Terms

Directors shall serve three-year terms.

No Director shall serve more than two consecutive terms unless extended by majority vote of the Board.

Section 5. Vacancies

Vacancies shall be filled by majority vote of the Board.

Article IV. Duties of Officers

President

• Preside over meetings

• Serve as Board Chair

• Primary board liaison to the Executive Director

• Appoint committee chairs

• Meet regularly with the Executive Director

• Assist with development of Board Meeting Agenda

• Perform other duties assigned by the Board

Vice President

• Assist the President

• Serve in the President's absence

• Support committee and Board activities as requested 

• Perform other duties assigned by the Board

Secretary

• Maintain official records

• Record meeting minutes

• Maintain attendance

• Maintain Board terms

• Maintain current bylaws

• Issue meeting notices

• Perform other duties assigned by the Board

Treasurer

• Chair the Finance Committee

• Provide Board-level oversight financial reporting

• Assist in development of the annual budget

• Present financial reports to the Board

• Support appropriate financial policies, internal controls, and accountability 

• Perform other duties as assigned by the Board

Authority of Officers

Officers carry out the responsibilities of their respective positions but do not individually possess the authority of the Board of Directors.  Unless specifically authorized by these Bylaws or by action of the Board, no individual officer may make decisions, enter into commitments, direct staff, or act on behalf of the full Board.  

Article V. Meetings

Regular meetings shall be held at times established by the Board.

Special meetings may be called by the President, Secretary, or a majority of Directors.

Notice shall be provided at least 48 hours before meetings by Board-approved electronic communication.

Meetings may be conducted in person, virtually, or electronically.

Article VI. Quorum and Voting

A quorum shall consist of a majority of currently seated Directors.

Unless otherwise specified, Board actions require approval by a majority of Directors present.

Electronic voting may occur when necessary through Board-approved communication platforms and shall be recorded in the minutes.

Article VII. Executive Committee

The President, Vice President, Secretary, and Treasurer shall constitute the Executive Committee.

The Executive Committee may act on behalf of the Board between meetings only for urgent matters requiring timely action. All actions shall be reported to the full Board at its next meeting.

Article VIII. Removal and Resignation

Directors may resign by written notice to the President or Secretary.

Removal of a Director requires a three-fourths (3/4) vote of the remaining Directors.

Officers may be removed by majority vote of the Board.

Article IX. Executive Director

The Executive Director reports to the Board of Directors.

The Board shall hire, supervise, evaluate, and, when necessary, terminate the Executive Director by a three-fourths (3/4) vote.

Article X. Conflict of Interest

Directors shall disclose any actual or potential conflicts of interest and shall abstain from voting where a conflict exists.

The Corporation shall maintain a separate Conflict of Interest Policy.

Article XI. Fiscal Year

The fiscal year shall begin January 1 and end December 31.

Article XII. Indemnification

The Corporation shall indemnify its Directors and Officers to the fullest extent permitted by Ohio law.

Article XIII. Amendments

These bylaws may be amended by a two-thirds (2/3) vote of the Board at any meeting where quorum exists, provided the proposed amendment has been distributed to the Board in advance.