Old Brooklyn Community Development Corporation

Old Brooklyn Community Development Corporation
Code of Regulations
as
Amended and Adopted October 20, 2009

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ARTICLE I. 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., of the Ohio Revised Code, hereinafter referred to as “OBCDC” or the “Corporation”.

Section 2. Location. Corporation’s Neighborhood is defined as the area outlined in bold on the map attached hereto as Exhibit “A”

ARTICLE II. 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 Corporation’s Neighborhood. 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
The Membership is the ultimate authority in OBCDC. The members of the Board of Directors are the elected representatives of the Members and accountable to the Members. The Executive Director is accountable to the Board.

Section 1. Designation and Classification of Members. OBCDC Membership shall be available to individuals who reside in or have an interest in the Corporation’s Neighborhood, and to organizations that conduct business or provide a service in the Corporation’s Neighborhood. Membership shall consist of five categories. A member must declare his or her membership category at the time of joining or renewing membership. A member shall belong to only one membership category.

(A) Residential Member. A Residential Member is defined as an individual, 18 years of age or older, who resides within the Corporation’s Neighborhood. To become a Residential Member, a resident shall:

1. Complete and submit a membership application.

2. Remit the required annual dues as determined by the Board.

Each Residential Member shall be eligible to vote at Corporation meetings and shall be eligible to serve as a Residential Member of the Board. Payment of annual dues shall enable Residential Members to receive other benefits determined by the Board.

(B) Voting Member. A Voting Member is defined as a individual, 18 years of age or older, who resides within the Corporation’s Neighborhood. To become a Voting Member, a resident shall:

1. Complete and submit a membership application.

2. Attend at least one meeting of the Corporation, of a Board committee, of a community organization, or of a block club.

Each Voting Member shall be eligible to vote at Corporation meetings and shall be eligible to serve as a Voting Member on the Board. Voting Members shall not be required to pay annual dues.

(C) Commercial Member. A Commercial Member is defined as an establishment conducting business or industry, or selling products and services within the Corporation’s Neighborhood. Each Commercial Member shall:

1. Complete and submit a membership application; and

2. Remit the annual dues as determined by the Board.

Each Commercial Member shall be entitled to a maximum of two designated representatives who may vote at Corporation meetings, one of whom is eligible to serve on the Board. Each designated representative shall be identified to the Board and each representative’s address shall be identified as the address of record.

(D) Institutional Member.

1. An Institutional Member is defined as:

a. an organization that provides educational, religious, informational, or health and social services such as schools, churches, community gardens, libraries, or hospitals; or

b. an organization that provides fraternal, trade, or professional services.

2. Each Institutional Member shall:

a. Complete and submit a membership application; and

b. Remit the annual dues as determined by the Board.

Each Institutional Member shall be entitled to a maximum of two designated representatives who may vote at Corporation meetings, one of whom is eligible to serve as an Institutional Member on the Board. Each designated representative shall be identified to the Board and each representative’s address shall be identified as the address of record.

(E) Associate Member. An Associate Member is defined as an individual residing outside the Corporation’s Neighborhood and interested in its welfare. An Associate Member shall not be eligible to vote or to serve as a 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 the member or the U.S. Postal Service notifies the Corporation in writing of a change of address. Members are responsible for notifying the Corporation of a change of address.

Section 3. Membership Dues. Annual dues shall be remitted with the membership application and shall cover 12 months from the date received. The Board shall determine the dues structure for each membership classification.

Section 4. Membership Certificates, Code of Regulations, Renewal.

(A) “Member In Good Standing” means a member who has paid current annual dues or who has met the requirements to be a Voting Member.

(B) A Member In Good Standing shall be provided with a Certificate of Membership stating the Corporation name, the Member’s name, the membership category, and the membership expiration date.

(D) The Corporation will send a membership renewal request to each member, by regular U.S. Postal Service mail, not less than 30 days in advance of the membership expiration date.

Section 5. Membership List

(A) The Corporation membership list will include the name, address, and telephone number of the Members. Members with unlisted telephone numbers are responsible for indicating whether their phone number may be disclosed to the membership.

(B) The current Corporation’s membership list shall be available to any Member for non-commercial purposes upon written request.

1. Written requests may be submitted at any time and shall state the reason for the request.

2. A Member shall receive, free of charge, a copy of the membership list in paper AND/OR electronic form.

3. The Corporation shall provide the list within three business days from the date the request was received.

Section 6. Voting Eligibility and Absentee Ballots.

(A) To be eligible to vote at the Annual Meeting, a member must be a Member In Good Standing not less than 45 days prior to the Annual Meeting.

(B) To be eligible to vote at any other meeting, a member must be a Member in Good Standing at least fifteen days prior to the voting.

(C) A Member In Good Standing may request an absentee ballot form the OBCDC office and must return the ballot at least two days prior to the voting. The OBCDC office will maintain a record of all absentee ballot requests and will provide the record to the Secretary immediately following the submission deadline.

Section 7. Annual Meeting. The Annual Meeting of Members shall be held on the third (3rd) Tuesday of October, at a time and place determined by the Board. The President of the Board shall preside over the meeting. The purpose of the Annual Meeting is to conduct only the business of the Corporation, e.g. election of Directors, matters relating to the Code of Regulations, and any other business requiring the Membership’s attention.

Section 8. Notice of Annual Meeting. The Secretary shall provide at least one written notice stating the time and place of the Annual Meeting to all Members in Good Standing not more than 30 days and not less than ten days prior to the date of the Annual Meeting.

(A) The notice shall include the slate of Board candidates, each candidate’s Board Candidacy Form, and a description of any other business requiring the Membership’s attention.

(B) The notice shall be delivered personally or by regular U.S. mail to the Members at their addresses of record with the Corporation.

1. A Member may waive the notice requirement, provided that it is waived in writing either before or after the meeting and the written waiver is filed with or entered upon the Corporation's records of the meeting.

2. Any Member attending the meeting without protest, prior to or at the commencement of the meeting, shall be deemed to have waived notice of the meeting.

Section 9. Special Meetings.

(A) A special meeting of Members may be called by:

1. A majority vote of the Board of Directors; or

2. Ten percent of the Members eligible to vote, upon written request to the Board.

(B) The special meeting shall be held at the time and place specified by the Board or the Members, whoever is calling the meeting. The President shall preside at any special meeting and every special meeting called in accordance with this section shall be a meeting of the Corporation.

(C) If the Board declines to act upon a written request that meets the requirements stated in subsection (A)2, above, the Members calling the meeting may request the Secretary to issue the meeting notice and agenda. Prior to issuing the notice, the Secretary shall verify that the requirements stated in subsection (A)2 have been met.

(D) Written notice stating the date, time, and 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. If the meeting is called by the Members, the Members shall reimburse the Corporation for the postage expense incurred in providing notice of the meeting.

(E) Only the business stated in the notice of a special meeting may be transacted at a special meeting.

Section 10. 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 11. 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. DIRECTORS.

Section 1. Authority and Duties. The Control and Management of the Corporation and its affairs, funds, and property shall be entrusted to the Board of Directors (the “Board”), insofar as may be permitted by law and subject to any powers reserved by the Members in these regulations or the Articles of Incorporation. Non-budgeted expenditures and capital expenditures over $500.00 must be presented to and authorized by the Board. The Board 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. Directors shall not receive compensation for their services as Directors.

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

(A) Number. The Board of Directors shall consist of not less than nine or no more than 19 members representing the five membership categories as follows:

1. Residential and/or Voting Members shall have three to nine representatives;

2. Commercial Members shall have three to five representatives (provided that no one commercial establishment shall have more than one representative on the Board); and

3. Institutional Members shall have three to five representatives (provided that no one institution shall have more than one representative on the Board).

The Directors shall be divided into three categories with respect to the term of which they shall serve. Each Director must be a Member In Good Standing throughout his or her term of office.

(B) Term of Office. At each Annual Meeting of Members, the successors to the category of Directors whose terms are expiring shall be elected for a term of three years.

(C) Nomination. A Member who is interested in serving on the Board will notify the Leadership Committee not less than 90 days prior to the Annual Meeting.

(D) Election. Directors shall be elected by majority vote of Members at the Annual Meeting, to be effective upon adjournment of the Annual Meeting. Every individual who applies to the Leadership Committee will be presented to the Members as a candidate to be voted upon at the Annual Meeting. The Leadership Committee shall use best efforts to present at least two candidates for each seat on the Board the term of which is scheduled to expire at the Annual Meeting. A tie vote will be resolved by a runoff election at the same Annual Meeting.

(E) Re-Election. A member of the Board who has served two consecutive full three-year terms shall not be eligible for re-election to the Board until at least one year has elapsed.

(F) Removal. Any director may be removed from the Board for any cause deemed sufficient as determined by the Board.

1. Sufficient cause may be, but is not limited to: three (3) unexcused absences from required Board meetings over a twelve (12) month period; unreasonable absences; non-participation in Committees; in the case of a Residential Director, relocation of his or her residence outside of the Corporation’s Neighborhood; in the case of a Commercial Director, the Commercial Member he or she represents no longer conducts business or industry, or sells products and services within the Corporation’s Neighborhood; in the case of an Institutional Director, the Institutional Member he or she represents no longer provides educational, religious, informational, health and social services, fraternal, trade, or professional services within the Corporation’s Neighborhood; a violation under Section 6, below; a violation under Article XI; or demeanor that may undermine the Purpose of the Corporation.

2. Any recommendation for removal shall be referred to the Leadership Committee. The Leadership Committee shall review the matter and submit a recommendation to the Board of Directors. Removal shall be effected by a three-fourths vote of the quorum present at that meeting of the Board of Directors. Within ten days after the removal of a Director, the Secretary shall provide the removed Director with written notice of the removal action, including the reason for removal and the effective date of removal.

(G) Resignation. Any Director may resign at any time by providing written notice to the President of the Board of Directors.

(H) Vacancies. “Vacancy” means an empty seat on the Board of Directors resulting from non-election, resignation, removal, or inability to serve. Vacancies on the Board of Directors may be filled by the remaining Directors from among the Membership at any regular meeting of the Directors for a term ending at the next succeeding Annual Meeting of the Members. At this meeting a successor from the Membership shall be elected by the Members to serve for the balance of the term.

Section 4. Former Directors. Former Directors who are Members In Good Standing and who were not removed by an action of the Board shall be encouraged to maintain involvement with the Corporation and may request and receive copies of Board meeting notices and minutes. At the discretion of the President, a former member of the board may participate in Committees as appropriate.

Section 5. Community Representatives. A representative of a Community Organization, as defined in Article X, shall be an ex-officio, non-voting member of the Board.

Section 6. Conflict of Interest.

(A) No Director shall participate in the selection, award, or administration of a contract if a real or apparent conflict of interest would be involved. Such a conflict would arise when the Director or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm considered for an award. Directors shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to sub agreements.

(B) A Director having a conflict of interest or a conflict of responsibility, whether actual or perceived, on any matter involving the Corporation and any other business or person shall:

1. disclose to the Corporation the facts and circumstances of the conflict;

2. not be present during any board or committee discussions concerning the matter; and

3. not vote on such matter.

(C) No Director or officer shall use his or her position with the Corporation for his or her own direct or indirect financial gain.

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.

(A) Nominations and election of officers shall be made at a special meeting of the Board immediately following adjournment of the Annual Meeting of Members. The outgoing President shall preside at the special meeting; the outgoing president shall not vote at the special meeting unless duly elected to the board.

(B) Any Director may be nominated for any office. Each nomination must be submitted by a Director other than the nominee. At least two nominations for each Office shall be encouraged.

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

Section 4. President. The President shall preside at all meetings of the Members and of the Board. 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 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-officio, non-voting member of all other Committees.

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 a majority vote of the Board. 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, and the Executive Committee, and shall keep a record of attendance of Directors and Officers at all meetings. The Secretary shall keep such books as may be required by the Board and shall give notices of the meetings of the Members and of the Board 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. All records and documents are to be kept in the Corporation’s principal office. 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. The Treasurer shall cause to be kept and supervise accurate financial accounts and hold the same open for inspection and examination by the Directors, and shall have such authority and shall perform such other duties as may be determined by the Board. 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 Directors with the written annual audit and with written monthly financial statements as required by the Board. All records 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 may elect shall have such authority and perform such duties as may be determined by the Board.

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

Article VI. EXECUTIVE DIRECTOR. An Executive Director (Director) shall be selected and employed by the Board and shall be subject to the directions, and serve at the discretion, of the Board.

Section 1. 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.

Section 2. The Director shall have such other authority and shall be assigned and perform such other duties as may be determined by the Board of Directors.

Section 3. The Board 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.

Section 4. The Director staff shall not serve as members of the Board.

Section 5. The Executive Director shall be an ex-officio, non-voting member of the Executive Committee.

Article VII. MEETINGS OF THE BOARD OF DIRECTORS

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

Section 1. Annual Planning Meeting. There shall be an Annual Planning Meeting within 30 days after the Annual Meeting of Members. All Directors shall be responsible for attending and participating in the development of guidelines for long-term (five year) and short-term (one year) development plans to be used by the Executive Committee in formalizing long- and short-term development plans.

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

Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President of the Board, or by one-third of the number of Directors 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. Notice of Meetings. Notice stating the purpose of any Board meeting must be provided to each Director. If the notice is sent by regular mail, it must be postmarked at least four days before the meeting; if the notice is provided by electronic mail, it must be sent at least four days before the meeting. Such notice shall be deemed to be waived by any Director when a written waiver, signed by the Director, is given to the Secretary, either before or after the holding of such meeting; which waiver shall be filed with or entered upon the records of the meetings.

Section 5. Board Meeting Agenda. The Board meeting agenda 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 Directors, 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 6. Quorum and Voting. A quorum of the Board shall consist of one-half of the number of Directors then on the Board. At each meeting of the Board, all business shall be transacted by a quorum, except as may be expressly provided in this 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 7. 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 VIII. COMMITTEES.

Section 1. Executive Committee.

(A) Composition.

1. All officers shall constitute the Executive Committee. Additional Directors may be members of the Executive Committee as approved by the Board. Unless otherwise determined by the Board, the President shall be Chairperson of the Executive Committee.

2. 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.

3. 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 Directors and open to inspection by the Board and the Membership of the Corporation.

(B) Purpose. The Executive Committee shall serve to facilitate decisions of the Board and to keep the Board well informed of developments.

(C) Authority. The Executive Committee and shall have only such authority as granted to it by the Board, as recorded in the minutes. 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 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, shall have a minimum of five members, including the OBCDC Treasurer, two other members of the Board, at least two Members-at-large from OBCDC Membership. The President of the Board shall be an ex-officio, non-voting member.

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

1. Be responsible for review and oversight of the Corporation’s annual budget and shall present the written budget at the Annual Meeting of Members.

2. Assist the Treasurer, as requested, with record keeping.

3. Accept other duties as designated by the Board.

Section 3. Leadership Committee.

(A) Composition. Members shall be appointed by the President and approved by the Board. The Leadership Committee shall have at least seven members, 50% of whom shall not be current members of the Board. The following categories of OBCDC membership shall be represented on this committee: Residential, Voting, Commercial, and Institutional. The President shall designate the chairperson of the Committee. The names of the Committee members shall be published in the Old Brooklyn News at least 90 days prior to the Annual Meeting.

(B) Purpose. The Committee is to:

1. ensure effective Board processes, structures, and roles;

2. ensure committee development and Board evaluation;

3. oversee the Board Member nomination and removal processes; and

4. arrange for training and orientation of new Board members as well as for on-going training for the Board as a whole.

1. Coordinating Director nomination procedures by:

a. identifying and recruiting potential candidates for Director positions;

b. developing, and updating, as necessary, a Board Candidacy Form to be completed by individuals interested in becoming Board members. The form will request: name, address, educational and work experience, information concerning the extent of the prospective Board Member’s community involvement, and any other information that the Committee believes will be helpful to the Membership in determining the suitability of the individual for a position on the Board;

c. presenting the Board Candidacy Form to the Board of Directors for approval not less than 120 days prior to the Annual Meeting of Members. Upon approval, the Board shall publish the Form prominently in every issue of the Old Brooklyn News regularly scheduled to appear prior to the Annual Meeting. Copies of the Board Candidacy Form will also be available in the OBCDC office;

d. accepting and review all Board Candidacy Forms received from those interested in becoming Board members;

e. verify that every prospective candidate is a member in good standing;

f. providing the Secretary with the slate of candidates, including their Board Candidacy forms, not less than 45 days before the Annual Meeting;

2. Coordinating Director removal procedures described in Article IV, Section 3 by:

a. Reviewing a recommendation for removal of a Director or Directors, and

b. Presenting its findings concerning a removal recommendation to the Board for a vote.

Section 4. Personnel Committee

(A) Composition. The Committee shall be appointed by the President and approved by the Board of Directors annually, and shall consist of one Board Member from each voting Membership category, plus one Member-at-large.

(B) Purpose. The Committee shall exercise oversight and advise the Board and the Executive Director on matters relating to personnel policies and practices, compensation and benefits, employee relations, staffing, and organizational structure, except where otherwise provided in these regulations.

1. The Committee shall have authority to establish rules, to be approved by the Board, regarding employee hiring, discipline, and termination. The rules shall include, at a minimum, that:

a. When hiring for permanent positions:

(i) open positions be publicized for not less than 15 days; and

(ii) residency in the Corporation’s Neighborhood and the City of Cleveland shall be considered in the hiring decision.

b. Except in cases of egregious conduct by an employee,

(i) progressive discipline and an appeal to the Committee at any step of the progressive discipline, including termination, shall be followed;

(ii) notwithstanding any written OBCDC regulation or policy statement to the contrary, there shall be prior review by the full Personnel Committee of all termination decisions, followed by a written recommendation to the Executive Director.

c. In cases involving “egregious conduct,” the Executive Director may immediately suspend the employee without pay pending termination. “Egregious conduct,” for the purpose of this subsection, is defined as:

(i) an act of physical violence directed against another individual while the employee is on duty;

(ii) proven theft of OBCDC money or property;

(iii) any act or actions in violation of the provisions of Article XI of these Regulations; or

(iv) other conduct that the Personnel Committee considers “egregious.”

2. The Committee shall review the work and performance of the Executive Director annually.

a. The Executive Director's written evaluation report shall be given to the Board not less than annually, during the first quarter of the Corporation’s fiscal year.

b. The evaluation report shall be reviewed by the Board and presented to the Executive Director within 60 days of receipt of the report by the Board.

Section 5. Development Committee

(A) Composition. The Committee, appointed by the President and approved by the Board, shall have a minimum of seven members, consisting of three Board members and four Members-at-large.

(B) Responsibility. The Committee shall:

1. Oversee the development of fund development activities from grants and events to earned income opportunities in conjunction with appropriate OBCDC staff;

2. Encourage Board participation in fund raising; and

3. Engage the membership through outreach activities.

Section 6. Green Space and Natural Resources Committee

(A) Composition.

(1) The Committee, appointed by the president and approved by the board, shall have a minimum of three members, at least two of which shall be members of the Board members.

(2) In addition, the Executive Director or the Executive Director’s designee shall serve as an ex-officio, non-voting member of the Committee.

(B) Purpose. The committee shall promote green space opportunities within the Corporation’s Neighborhood for the residents’ recreation and enjoyment, i.e. parks, community gardens and other natural places. The committee will be:

(1) Compatible with OBCDC’s mission and goals as well as the most current version or edition of the City of Cleveland’s plan “REIMAGINING A MORE SUSTAINABLE CLEVELAND”; and

(2) Develop green-space volunteers, stake holders and leaders.

(1) Recommend guidelines, plans, fund raising, and general oversight for green spaces that are acquired by OBCDC, or for OBCDC programs such as the Ben Franklin Community Garden in coordination with the OBCDC Board and staff;

(2) Partner with, or collaborate with various green space committees or organizations, including such organizations not located within the OBCDC’s Service Area; and

(3) Make recommendations to the Board regarding the acquisition of real property within the OBCDC Neighborhood for development as green space.

Section 7. Real Estate Development Committee

(A) Composition.

(1) The Committee, appointed by the President and approved by the Board, shall have a minimum of three members, at least two of which shall be members of the Board.

(2) In addition, the Executive Director or the Executive Director’s designee shall serve as an ex-officio, non-voting member of the Committee.

(B) Responsibility. The Committee shall:

(1) review all proposals seeking the participation of the Corporation and regarding the development or redevelopment of real property within the Corporation’s Neighborhood for purposes of making a written recommendation to the Board regarding any such proposal; and

(2) review and comment on all matters referred to it by the Board.

(1) “Participation” includes, without limitation, any financing assistance, dedication of Corporation staff time and resources of $500 or more, or any expressions of support by the Board or Corporation.

(2) Written “Proposal” means any recommendation by staff and related to:

(a) any single project to develop or redevelop real property within the Corporation’s Neighborhood; or

(b) any program for the development or redevelopment of real property throughout the Corporation’s Neighborhood.

(i) A cost analysis,

(ii) A description of neighborhood benefits and impacts;

(iii) a description of all regulatory issues (e.g., zoning, building, environmental) and governmental agencies to be engaged; and

(iv) a description of potential legal and financial liability to the Corporation.
The Committee may waive any of the above when deemed inapplicable by the Committee, and require any additional information it deems relevant.

Section 8. Code Review Committee. Within three years of the Effective Date of this Code of Regulations as set forth in Article XIV, below, and at least every three years thereafter, the Board shall appoint a Code Review Committee to review, evaluate, and take recommendations on amendments to this Code of Regulations. The Committee shall make recommendations to the Board regarding proposed amendments to this Code of Regulations, if any, within six months after its appointment.

Section 9. Special Committees. The President of the Board, with the approval of the Board, shall appoint such other committees, sub-committees, or task forces as are necessary and which are not in conflict with any provisions of these Code of Regulations. The duties of such committees shall be prescribed by the Board upon appointment.

ARTICLE IX. 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 Members In Good Standing, with the exception of Voting Members.

ARTICLE X. COMMUNITY ORGANIZATIONS.

Section 1. Recognition. A Community Organization is any identifiable group or organization that has an affiliation with OBCDC as established by an action of the Board. 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 relationship is dissolved. Either the Board or the Community Organization may initiate the dissolution by submitting a request to the other party.

Section 2. Responsibilities. Community Organization activities shall not be in conflict with the purposes 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 Community Organizations, with fiscal advisement, and with community stability.

ARTICLE XI. PROHIBITED ACTIVITIES

Section 1. Political Activity

(A) Neither the Corporation, the Board of Directors, anyone acting on behalf of the Board, the Executive Director, Corporation staff, nor anyone representing himself or herself as the Corporation, shall carry on any propaganda, or otherwise attempt to influence legislation.

(B) The Board as a whole, individual members of the Board, the Executive Director, and Corporation staff shall not participate in or intervene in, any political campaign (including the publishing or distribution of statements or lend their names as an endorsement of) on behalf of or in opposition to any candidate for political office.

(C) An individual described above wishing to engage in the activities described above shall resign from his or her position of OBCDC Board Member, Executive Director, or Staff Member before doing so.

(D) The activities, described in subsections (A) and (B), above, do not include making a campaign contribution as a private individual, voting in an election, or participating in non-partisan activities which do not directly or indirectly favor one party or candidate over an opposing one.

Section 2. Conflict of Interest.

No OBCDC employee or contractor shall participate in the selection, award, or administration of a contract if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee or contractor or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. OBCDC employee or contractors shall neither solicit nor accept gratuities, favors, nor anything of monetary value from contractors or parties to sub agreements.

Article XII. AMENDMENTS

The Regulations of the Corporation may be amended, appealed, added to, or new Regulations may be adopted by the affirmative vote of a majority of the Members of the Corporation who are eligible to vote and present at a meeting duly called, at which time such matters may be presented to the Membership. No amendments to these Regulations shall be introduced that will affect the not-for-profit status of the Corporation.

ARTICLE XIII. PARLIAMENTARY PROCEDURE.

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

ARTICLE XIV. EFFECTIVE DATE.

These Regulations, as approved and accepted by the Corporation’s Membership at the 2008 Annual Meeting held on October 22nd, shall be effective upon adjournment of the 2008 Annual Meeting, and shall remain in effect until duly amended. The Corporation will use its best efforts to post this Code Of Regulations on the Corporation’s web site within 30 days of the effective date.

Exhibit "A"