ARTICLE 1. NAME and LOCATION

Section 1. Name. The name of this corporation shall be the Old Brooklyn Community Development Corporation, a not-for-profit corporation organized under Sections 1702.01 et. seq., Ohio Revised Code of the State of Ohio, hereinafter referred to as “OBCDC” or the “Corporation”.

Section 2. Location. The Corporation’s neighborhood is defined as the area currently comprising the area identified on the City of Cleveland’s Ward Maps as Ward 15 and Ward 16 and generally referred to as the “Old Brooklyn” neighborhood.

ARTICLE II. PURPOSE

PURPOSE: The Old Brooklyn Community Development Corporation is committed to uniting, engaging, and empowering the community to improve the economic vitality and quality of life within the Old Brooklyn and Brooklyn Centre neighborhoods. The corporation shall work toward this end in accordance with the purpose set forth in its Articles of Incorporation, effective October 12, 1975

ARTICLE III MEMBERSHIP

Section 1. Designation and Classification of Members. Membership in OBCDC shall be available to organizations and individuals who conduct a business, provide a service, reside in Old Brooklyn, or who have some interest in the welfare of Old Brooklyn.

Said Membership shall consist of four categories. In the event of uncertainty as to proper classification of any member or prospective member, final determination shall be made by the Board of Trustees.

(A) Institutional Members. Those institutions or fraternal/trade/professional organizations that provide social services, educational opportunities, religious opportunities, or informational services such as a church, hospital, library, school, or other recognized organization. Each institutional member shall be entitled to up to three designated representatives who may vote at Corporation meetings and be legal as institutional members of the Board. Each designated representative shall be identified to the Board and each representative’s address shall be identified to the Board and each representative’s address shall be the institution’s address of record

(B) Commercial Members. Those establishments conducting business or industry with products or services for sale. Each commercial member shall be entitled to up to three designated representatives who may vote at Corporation meetings and be legal as commercial members of the Board.

(C) Residential Members. Any persons residing in Old Brooklyn shall be eligible for residential membership and shall be eligible as residential members of the Board.

(D) Associate Members. Any individual or organization residing outside the boundaries of Old
Brooklyn and interested in its welfare shall be eligible for associate membership and shall be
eligible as an associate member of the Board.

Section 2. Membership Applications. Applications for Membership shall be provided and shall clearly state the Corporation name, amount of dues, and membership period. The mailing address submitted on the application shall constitute the official recorded address of the member unless subsequent changes are made.

Section 3. Dues. The Board of Trustees shall determine dues structure. Annual dues shall be payable in advance and shall cover twelve (12) months from the date received. A member in good standing is a member who has paid current annual dues.

Section 4. Membership Certificates and By-laws. Upon full payment of annual dues, each member shall be provided with a Certificate of Membership stating the Corporation name, the Member’s name, and the membership expiration date. Members shall receive a copy of the Code of Regulations if so requested.

Section 5. Voting Rights. Each member in good standing who has paid dues at least fifteen (15) days prior to the taking of a vote shall be permitted one vote at any meeting of OBCDC. An absentee ballot will be furnished from the Office upon request and must be returned at least two (2) days prior to the meeting.

Section 6. Annual Meeting. The annual meeting of Members shall be held within 120 days of the end of the organization fiscal year, at such time and place as the Board of Trustees shall determine. The President of the Board of Trustees shall preside over said meeting.

Section 7. Notice of Annual Meeting. Not less than thirty (30) days prior to the date fixed for the Annual Meeting of Members, written notice stating time, place and purpose of such Meeting shall be provided to Members by the Board Secretary and shall include the Nominating Committee’s slate and a profile of each candidate. The notice shall be given by mail addressed to the Members at their respective addresses as they appear on the records of the corporation.

Section 8. Special Meetings. A special meeting of Members may be called by a majority vote of the Board of Trustees. Special meetings shall be held at the time and place specified by the person or persons requesting same and approved by the Board of Trustees. Written notice stating the purpose of the meeting is to be given to all Members in good standing and is to be postmarked at least ten (10) days prior to the meeting. No other business may be transacted at a special meeting apart from that for which the meeting was called.

Section 9. Quorum. The members present shall constitute a quorum at any duly called annual or special meeting except as may be otherwise provided by law. No action required by law or by these Regulations to be authorized or taken by a designated proportionate number may be authorized or taken by a lesser proportionate number. The affirmative vote of a majority of the Members present at a meeting shall be necessary for the authorization of taking of any action. At each meeting of the Members, all questions and business shall be determined by a majority vote of those present, except as the Ohio Non-Profit Corporation Law or these Regulations otherwise expressly provide.

Section 10. Adjournment. If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

ARTICLE IV. TRUSTEES.

Section 1. Authority and Duties. The Board of Trustees shall have all of the authority to be in charge of the property, financial affairs and planning of the Corporation and to establish compensation. Non-budgeted expenditures and capital expenditures over $200.00 must be presented to and authorized by the Board of Trustees. The Board of Trustees shall elect the Officers of the Corporation and such Officers shall render to the Members a full written report concerning the affairs of the Corporation at each Annual Meeting of Members.

Section 2. Compensation. Trustees shall not receive compensation for their services as Trustees.

Section 3. Number, Term of Office, and Election and Removal.

(A) Number. The Board of Trustees shall consist of not less than nine (9) or no more than twenty (20) members and said members must be represented as follows: Three to six Institutional members, three to seven Residential members, three to six Commercial members, plus one Associate member. The Trustees shall be divided into three (3) categories with respect to the term of which they shall serve. Each Trustee must be a member in good standing throughout his term of office.

(B) Term of Office. At each Annual Meeting of Members, the successors to the category of Trustees whose terms are expiring shall be elected for a term of three (3) years. Non-term vacancies in the Board shall be filled by the Board of Trustees from the Membership for a term ending at the next succeeding Annual Meeting of Members. At this meeting a successor from the Membership shall be elected by the Members to serve for the balance of the term.

(C) Nomination. Members who are interested in serving on the Board may identify themselves to the Board Development Committee at any time for processing of their application for a Board position. Nominations may be taken from the floor at the Annual Meeting only as prescribed by procedures set forth by the Board Development Committee.

(D) Election. Trustees shall be elected by majority vote of Members at an Annual Meeting. Only those candidates presented by the Board Development Committee shall be eligible to receive votes.

(E) Removal. Any trustee may be removed from the Board of Trustees for any cause deemed sufficient as determined by the Board of Trustees. Sufficient cause may be, but is not limited to: unreasonable absences, non-participation in Committees, or demeanor that may undermine the Purpose of the Organization. Any recommendation for removal shall be referred to the Board Development Committee who shall be responsible for processing the recommendation. Such removal shall be effected by a three-fourths vote of the quorum present at that meeting of the Board of Trustees. Within (10) days the Secretary shall provide the removed Trustee with written notice of the removal action including reason for removal and effective date of removal.

Section 4. Re-Election. No member of the Board of Trustees who has served two (2) full three (3) year terms shall be eligible for re-election to the Board until at least on (1) year has elapsed.

Section 5. Former Trustees. Former trustees who were not removed by an action of the Board, shall be encouraged to maintain involvement with the Corporation. As long as he is a member in good standing, he may request and receive copies of Board Meeting Notices and Minutes. At the discretion of the President, he may participate in Committees as appropriate.

ARTICLE V. OFFICES & OFFICERS

Section 1. Designation of Offices. The Offices of the Corporation shall be President, Vice-President, Secretary and Treasurer. At the discretion of the Board, such other Offices as it may deem necessary (up to two) may be established.

Section 2. Nomination and Election of Officers. Nominations shall be made at a Special Meeting immediately following the adjournment of the Annual Meeting of Members. Any Trustee may be nominated for any office. Each nomination must be submitted by a Trustee other than the nominee. At least two nominations for each Office shall be encouraged. Trustees shall elect Officers at the subsequent Organization Meeting of Trustees.

Section 3.Terms of Office. The officers of the Corporation shall hold office as individuals until the next Organizational Meeting of the Board of Trustees and until their successors are elected, except in the case of resignation, removal from office or death. The Board of Trustees may remove any officer of the Corporation at any time with cause by a majority vote of the Trustees then on the Board. Any office declared vacant may be filled for the remainder of the term by the Board of Trustees. An Officer may be re-elected to any Office for as many terms as the Trustees is a Board Member.

Section 4. President. The President shall preside at all meetings of the Members and of the Board of Trustees. The President shall execute all authorized deeds, mortgages, contracts and other litigations in the name of the Corporation, shall supervise the work of the Corporation through the Executive Director, and shall have such other duties as may be determined by the Board of Trustees or by a majority of Members eligible to vote. The President shall be a member of the Executive Committee and shall serve as an ex-official member of all other Committees except the Board Development committee.

Section 5. Vice-President. The Vice President shall have all of the authority and perform all of the duties of the President in the absence of the President or when circumstances prevent the President from acting. The Vice-President shall have such other authority and perform such other duties as may be determined by the Board of Trustees or by a majority. The Vice-President shall be a member of the Executive Committee.

Section 6. Secretary. The Secretary shall keep the roster of the membership, which shall be maintained on a current basis by the Executive Director. The Secretary shall keep the minutes of the meetings of the Corporation, the Board of Trustees and the Executive Committee and shall keep a record of attendance of Trustees and Officers at all meetings. The Secretary shall keep such books as may be required by The Board of Trustees and shall give notices of the meetings of the Members and of the Board of Trustees as required by law, by these Code of Regulations, or regulations or otherwise. All records and documents are to be kept in the Corporation’s principal office. Further, the Secretary shall have such authority and shall perform such other duties as may be determined by the Board of Trustees. The Secretary shall be a member of the Executive Committee.

Section 7. Treasurer. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stock in other corporations and similar property belonging to the Corporation and shall do with the same as may be ordered by the Board of Trustees. The Treasurer shall cause to be kept and supervise accurate financial accounts and hold the same open for inspection and examination by the Trustees and shall have such authority and shall perform such other duties as may be determined by the Board of Trustees. The Corporation’s fiscal year shall begin with July 1 and end with June 30. The financial accounts shall be audited for each fiscal year. The Treasurer shall provide the Trustees with the written annual audit and with written monthly financial statements as required by the Board of Trustees. All record and documents are to be kept in the Corporation’s principal office. The Treasurer shall be a member of the Executive Committee and the Finance Committee.

Section 8. Other Officers. Any other officers whom the Board of Trustees may elect shall have such authority and perform such duties as may be determined by the Board of Trustees.

Section 9. Parliamentarian. The President may appoint a Parliamentarian who may or may not be a Trustee. The Parliamentarian shall provide guidance for conducting business in accordance with Parliamentary procedure, and shall be the authority in questions of procedure.

Section 10. Executive Director. An Executive Director (director) shall be selected and employed by Board of Trustees and shall be subject to the directions, and serve at the discretion , of the Board of Trustees. The Board of Trustees shall maintain a written job description for the position of Executive Director and all specific duties and authority delegated shall be consistent with the current job description. The Executive Director shall be provided with an annual performance appraisal.

The Director shall have general executive supervision over the property, affairs, personnel (including hiring, firing, assignment of duties, evaluations and salary level determinations) and finances of the Corporation as delegated. The Director shall have such other authority and shall perform such other duties as may be determined by the Board of Trustees. The Director and corporation staff shall not serve as members of the Board of Trustees. The Executive Director shall be an ex-official member of the Executive Committee.

Article VI. MEETINGS OF THE BOARD OF TRUSTEES

Meetings shall be open to the Membership and to the Community.

Section 1. Organization Meetings. Between seven (7) and fourteen (14) days after each Annual Meeting of Members, the Board of Trustees shall hold an Organization meeting for the purpose of electing Officers and transacting any other business. The Agenda shall include the slate of nominees.

Section 2. Regular Meeting. Regular meetings of the Board of Trustees shall be held monthly, or at such intervals as the Board of Trustees may determine. Such meetings shall be held at a time and place as determined by the Board of Trustees.

Section 3. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the President of the Board of Trustees, or by one-third of the number of Trustees then on the Board including the President, and shall be held at a time and place as determined by the President. Only business for which the meeting was called may be transacted.

Section 4. Annual Planning Meeting. There shall be an Annual Planning Meeting within thirty (30) days after the Organizational Meeting of the Board. All Trustees shall be responsible for attending and participating in the development of guidelines for long term (five year) and short term (one year) development plans. Said guidelines shall subsequently be used by the Executive Committee in formalizing long and short term development plans.

Section 5. Notice of Meetings. Written notice of any Board meeting must be mailed to each Trustee and must be postmarked at least (4) days before such meeting. Such notice shall specify the purpose of the meeting and shall be deemed to be waived by each Trustee by waiving in writing, either before or after the holding of such meeting, which written and signed waiver shall be filed with or entered upon the records of the meetings.

Section 6. Board Meeting Agenda. The agenda for each meeting shall include the topics to be presented and the name and position of the presenter. Items to be placed on the agenda must be submitted to the President at least seven (7) days before the meeting. Agenda items may be submitted by Trustees, OBCDC staff, OBCDC Members or other interested persons and are subject to approval by the President. All agenda items shall be covered at the Meeting before any non-agenda items shall be discussed.

Section 7. Quorum and Voting. A quorum of the Board of Trustees shall consist of one-half of the number of Trustees then on the Board. At each meeting of the Board of Trustees all business shall be transacted by a quorum, except as may be expressly provided in these Code of Regulations. Voting may be by voice, roll call, hand or secret ballot. There shall be a record kept of votes cast (number for, against, abstain) for roll call, hand and secret ballot votes.

Section 8. Adjournment. If any meeting is adjourned to a different meeting place, notice of such adjournment need not be given if time and place to which such meeting is adjourned are fixed and announced at such meeting.

Article VII. COMMITTEES.

Section 1. Executive Committee.

(A) Composition. All officers shall constitute the Executive Committee. Also the Trustees may be members of the Executive Committee as approved by the Board of Trustees. Unless otherwise determined by the Board of Trustees, the President shall be Chairperson of the Executive Committee. The Executive Committee may prescribe its own method of procedures at meetings called and held under its own rules and may act by the majority of its members. The Executive Committee shall keep full and complete records of all meetings and actions, which shall be reported at the next meeting of the Board of Trustees and open to inspection by the Board of Trustees and the Membership of the Corporation.

(B) Authority. The Executive Committee shall serve to facilitate decisions and keep the Board well informed of developments and shall have only such authority as granted to it by the Board of Trustees. Such authority may include, but is not limited to:

(1) Authority to investigate issues that are before the Board, or that may be brought before the Board.
(2) Authority to make emergency decisions, including decisions pertaining to financial obligations.
(3) Authority to meet with representatives, assimilate information and formulate recommendations regarding major expenditures.
(4) Authority to develop long term (five year) development plans, and specific one year plans, and to update them annually. Said plans shall follow guidelines established at the Annual Planning Meeting and shall be submitted to the Board of Trustees for approval within two (2) Regular Meetings following the Annual Planning Meeting.

Section 2. Finance Committee.

(A) Composition. This committee, appointed by the President and approved by the Board of Trustees, shall have a minimum of five (5) members, including the OBCDC Treasurer, two other members of the Board of Trustees, at least two members-at-large from OBCDC Membership. The President of the Board of Trustees shall be an ex-official member without a vote.

(B) Authority. The Finance Committee shall meet at least once each quarter. The Finance Committee shall:

(1) Be responsible for planning and presenting a written budget at the annual meeting.
(2) Assist the Treasurer, as requested, with record keeping.
(3) Be responsible for developing financial resources for OBCDC.
(4) Accept other duties as designated by the Board of Trustees.

Section 3. Board Development Committee.

(A) Composition. Members shall be appointed by the President and approved by the Board
of Trustees. The Board Development Committee shall have at least five (5) members, each category of OBCDC membership (residential, commercial, and institutional, associate) shall be represented on this Committee. The President shall designate the chairperson of the Committee.

(B) Authority. The Board Development Committee’s responsibilities shall be to:

(1) Coordinate Trustee nomination procedures.

a. Identify potential candidates for the position of Trustees.
b. Solicit a biographical sketch of each nominee along with a statement of interest in serving on the Board and verification that the person is a member in good standing.
c. Provide the Secretary with the slate of nominees, including a profile, not less than forty-five (45) days before the Annual Meeting.

(2) Coordinate Trustee removal procedures.

a. Verify recommendations for removal.
b. Submit verified recommendations to the Executive Committee for review.
c. Present Board Development Committee’s recommendations to the Board of Trustees for voting purpose.

Section 4. Annual Performance Review Committee. The President shall appoint an Annual
Performance Review Committee at the regular Board of Trustees meeting held in April.

(A) Composition. The Committee shall consist of one Board member from each
membership category.

(B) Authority. The Committee shall review the work and performance of the Executive Director. The written report from this Committee shall be given to the Board of Trustees not later than July 1. Upon approval by the Board of Trustees, the Executive Director shall be presented with a final copy of the report by August 1.

Section 5. Membership Category Committees. There may be a Committee established for each Membership Category: Commercial Committee, Institutional Committee, Residential Committee, and Associate Committee.

(A) Composition. The President of the Board shall appoint a Chairperson for each Committee. The Chairperson shall be an OBCDC Member and may or may not be a Board Member. The President shall also appoint at least one Board Member to serve on each Committee. Committee Members appointed by the Chairperson and approved by the Board, shall be from the Membership of OBCDC.

(B) Authority. Each Committee shall be available to address the concerns of OBCDC Members as the concerns relate to that Committee. Each Committee may take the initiative in holding meetings for interested persons. Each established Committee shall report monthly to the Board through its Board representative.

Section 6. Special Committees. The President of the Board, with the approval of the Board of Trustees, shall appoint such other committees, sub-committees, or task forces as are necessary and which are note in conflict with any provisions of these Code of Regulations. The duties of such committees shall be prescribed by the Board of Trustees upon their appointment.

ARTICLE VIII. PERIODIC PUBLICATION.

There shall be a periodic (at least quarterly) publication of the organization whose purpose is to report on activities and plans of OBCDC and to promote the goals of the organization. The publication shall be sent to all current Members.

ARTICLE IX. SATELLITE ORGANIZATIONS.

Section 1. Recognition. A satellite organization is any identifiable group or organization that has an affiliation with OBCDC as established by an action of the Board of Trustees. Organizations that wish to be affiliated with OBCDC shall submit a written request to the Board for such affiliations. Upon recommendation by the Executive Committee and approval by the Board such affiliation shall commence with the date of approval and shall continue until the affiliation is dissolved by the Board. Such dissolution may be initiated in writing by the Board or by the Satellite Group.

Section 2. Responsibilities. Each Satellite Group shall report monthly to the Board on its past and planned activities. Group activities shall not be in conflict with the purpose established for OBCDC or its well-being.

Section 3. Privileges. Affiliation with OBCDC shall provide the organization with assistance in grant applications and administration, with coordination with other Satellite Groups, with fiscal advisement, and with community stability.

ARTICLE X. PARLIAMENTARY PROCEDURE.

Where the Articles of Incorporation and these Regulations are not specific, Robert’s Rules of Order shall prevail.

ARTICLE XI. EFFECTIVE DATE.

These Regulations shall be effective as approved and accepted by the Corporation’s Membership at the 2007 Annual Meeting held on October 24, 2007, and shall remain in effect until duly amended.