Service Area Map and Website Flexibility

The current Code hardcodes OBCDC's website address for the service-area boundary map, which means any change to the URL or the map itself requires a full membership amendment. The proposed revision directs OBCDC to maintain the map at its principal office and, optionally, on its website, and it authorizes the organization to update both the web address and the map from time to time without amending the Code. This is a practical fix: it eliminates the risk of dead links in the governing document and avoids forcing a membership vote for routine boundary or web-presence changes.

New Standalone Fiscal Year Definition

The fiscal year (July 1 through June 30) currently appears only in the Treasurer's duties section, making it easy to miss and creating a risk that two provisions could diverge if one is later changed without the other. The amendment elevates the fiscal year to a standalone definition in Article I and confirms that the membership year runs concurrently. This is a structural improvement that anchors a critical operational detail in the front of the document.

Books, Records, and Member Inspection Rights

The current Code scatters recordkeeping obligations across multiple sections and says nothing about a member's right to inspect records. The new Section 5 consolidates recordkeeping in one place, expressly permits electronic or digital records, and establishes a member inspection right consistent with Ohio Revised Code Section 1702.15. Importantly, the provision also protects donor information, personnel records, attorney-client privileged material, and other legally restricted records from open-ended disclosure demands, and it authorizes OBCDC to charge a reasonable copying fee. This strikes a balance between transparency and operational prudence that funders and auditors expect to see in a governing document.

Express 501(c)(3) Purpose and Private Inurement Prohibition

The current Code references OBCDC's Articles of Incorporation but does not itself contain the language the IRS expects in an organizing document. The amendment adds an express statement that OBCDC is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and it prohibits private inurement of net earnings to members, directors, officers, or other private persons while authorizing reasonable compensation for services rendered. Without this language, OBCDC's tax-exempt status can be questioned; including it in the Code is a best-practice safeguard.

Enumerating Powers Reserved to Members

The existing provision declares the Membership the "ultimate authority" of OBCDC — a blanket statement that conflicts with many other provisions delegating day-to-day authority to the Board and invites disputes about who may act. The amendment replaces that language with a specific enumeration of the matters reserved to Members: election of Directors, amendment of the Code, amendment of the Articles of Incorporation, approval of mergers, consolidations, or dissolution, and any other matter specifically required by Chapter 1702 of the Ohio Revised Code. All other authority for control and management is expressly vested in the Board of Directors.

Discretionary Dues Structure

The current Code requires annual dues set by the Board, which effectively conditions good standing on a payment the Board may not wish to require. The amendment makes dues discretionary: the Board may establish, waive, reduce, or eliminate them in whole or in part, generally or for any category of membership. If dues are established, any increase must be communicated to Members at least thirty days before the start of the membership year in which the increase takes effect. This change keeps membership accessible to lower-income residents and prevents members from being effectively disenfranchised by surprise dues increases at renewal.

Remote Participation for Members

The current Code states that members must be present to vote and prohibits absentee ballots and proxy votes. The amendment preserves that prohibition but adds a new provision authorizing the Board, at its option, to make participation in an Annual Meeting or special meeting available by communications equipment under Ohio Revised Code Section 1702.17, so long as all participants can hear one another. A member participating remotely under this authorization is deemed present in person and may vote; the amendment makes clear that remote participation is not a proxy or absentee vote. This change addresses a practical barrier: the prior flat "present to vote" rule could be read to bar legitimate videoconference participation that Ohio law already permits, excluding working members and caregivers.

Expanded Notice Window for the Annual Meeting

The notice window for the Annual Meeting is expanded from the current thirty-day maximum to sixty calendar days before the meeting, while retaining the existing ten-day minimum. The sixty-day outer limit tracks the maximum permitted by Ohio Revised Code Section 1702.18 and gives staff adequate time to assemble candidate materials and meeting logistics.

Board Flexibility to Adjust Voting Eligibility Deadlines

The amendment adds authority for the Board, by resolution, to extend or adjust the eligibility deadlines for voting at any meeting that is rescheduled or called on an emergency basis, provided the adjustment applies uniformly to all Members. This addresses the risk that fixed eligibility windows can disenfranchise members when a meeting is moved for weather, emergency, or other unforeseen circumstances.

Defined Quorum for Member Meetings

Perhaps one of the most significant governance changes in the document: the current Code provides that "the members present shall constitute a quorum," which means a handful of members could theoretically elect the entire Board or amend the Code. The amendment establishes a defined quorum: the lesser of ten percent of Members in good standing or twenty-five Members in good standing. This protects OBCDC against challenges that decisions were made by an unrepresentative group.

Board Composition Self-Correction Mechanism

The Code requires at least 80% of Board members to represent the service area and at least 40% to represent residents. The proposed change establishes a process if the Board falls below either requirement. The Board must document the shortfall, prioritize filling vacancies with members from underrepresented groups and actively recruit until the requirements are met. It also allows the Board to adjust these percentages to align with the requirements of OBCDC's primary operating funder.

Codified Attendance Expectations and Accountability Process

The current Code allows excused absences for illness or work conflicts but doesn't clearly define what qualifies or how to address repeated absences. The proposed change establishes clearer rules. Absences are excused when a Board member provides advance notice and has a valid reason, such as illness, a family emergency, work obligations or religious observance. If a Board member has three unexcused absences within 12 months, the Governance Committee reviews the situation, discusses it with the member and recommends next steps to the Board. These may include continued service, a plan to improve attendance or removal from the Board. This creates a fair and consistent process for addressing attendance issues.

Expenditure Approval Threshold Increase

The threshold for non-budgeted operational and capital expenditures requiring Board authorization is increased from $1,000 to $5,000 annually, or such other threshold as the Board may set by resolution. This is a practical update that reflects the Corporation's current scale and avoids burdening the Board with approval of minor expenditures.

Nominating Committee Process: Skills Matrix and Extended Deadlines

The proposed change requires the Board to maintain a list of skills, community perspectives and representation goals it wants reflected in its membership. The Nominating Committee would use this information when reviewing applicants and, when possible, publicly share what qualifications or representation it is seeking. The change also provides more flexibility in the nomination process. Candidate interviews would be due 45 days before the Annual Meeting instead of 50, and recommendations to the Board would be due 30 days before instead of 45. Deadlines could also be extended for good reason. These changes help the Board recruit more strategically and make the nomination process more transparent.

Term-Limit Clarification for Appointed Directors

The current Code's re-election limit (two consecutive full three-year terms followed by a one-year cooling-off period) does not address partial terms served by a Director appointed to fill a vacancy. The amendment provides that service of more than eighteen months in a term filled by appointment counts as a full term for purposes of the term-limit provision. Without this rule, an appointee could serve close to nine consecutive years and defeat the cooling-off period the Membership adopted.

Vacancy-Filling Procedure Clarified

The current Code allows the Board to appoint someone to fill a vacancy but doesn't explain what happens if members don't elect that person at the next Annual Meeting. The proposed change clarifies that an appointed Board member must be nominated by the Nominating Committee and elected by the membership to continue serving. If elected, they begin a full three-year term. If not elected, their service ends at the Annual Meeting, and the Board may fill the vacancy again. The Nominating Committee may also choose not to nominate the appointed member. This ensures all appointed Board members go through the same election process and clarifies what happens if they aren't elected.

New Indemnification and Insurance Provision

This is entirely new to the Code and addresses a critical recruitment and risk-management gap. The amendment requires OBCDC to indemnify present and former Directors, officers, employees, and volunteers against all expenses — including attorneys' fees, judgments, fines, and settlement amounts — incurred in connection with any action, suit, or proceeding arising from their service, to the fullest extent permitted by Ohio Revised Code Sections 1702.12(E) and 1702.30. The standard is good faith and a reasonable belief that the person's conduct was in or not opposed to OBCDC's best interests. The provision also authorizes advancement of expenses upon receipt of an undertaking to repay if indemnification is ultimately not warranted, and authorizes the Board to purchase D&O and other liability insurance. Without these protections, volunteer Directors bear personal exposure for decisions made on the Corporation's behalf, which is a real obstacle to recruiting qualified candidates.

Elected Offices Distinguished from Transitional Designations

The current Code lists President-Elect and Past President alongside the elected offices, suggesting they require a Board vote and creating confusion about who may be nominated. The amendment clarifies that the elected offices are President, Vice President, Secretary, and Treasurer; President-Elect and Past President are transitional designations that arise automatically when a Director is elected President or completes service as President. This eliminates the inconsistency with the automatic succession provisions elsewhere in the Code.

Broadened Officer Nomination Process

The current Code routes all officer nominations through the Nominating Committee, which can shut out qualified Directors who emerge later in the process. The amendment permits nominations from the Nominating Committee, the Executive Committee, or any individual Director. Additional nominations may be made by any Director at the Board meeting designated for officer elections. This better reflects how the Board actually assesses leadership readiness and opens the process.

President's Term Extension and Term-Limit Interaction

The amendment adds a provision that any Director term automatically extended to run concurrently with the President's two-year term shall not count as a term (or part of a term) for purposes of the two-consecutive-term limit, and the Director serving an extended term retains full voting rights. Without this language, a President who had already served two three-year terms could argue for an additional year on the Board, undercutting the cooling-off period.

Presidential Resignation Procedure

As currently drafted, the President would have to deliver a resignation to the President — an obvious gap. The amendment provides that the President may resign by providing written notice to the Vice President, who must promptly notify the Board. This closes the procedural loop and fixes the date on which a vacancy arises.

Defined and Limited Executive Signing Authority

The current Code gives the President unlimited signature authority and bars delegation to anyone other than the Vice President, making day-to-day contracting impractical at OBCDC's scale. The amendment transfers ordinary-course signing authority to the Executive Director within the Board-approved budget and establishes specific carve-outs requiring prior Board authorization: any real property transaction, any borrowing or guaranty, any contract or series of related contracts exceeding $25,000 (or another Board-set threshold), any matter outside the Board-approved budget, and any other matter the Board designates by resolution. The Executive Director may not delegate execution authority without express Board approval by resolution. This is a significant operational change that aligns authority with the person managing daily operations while preserving Board control over high-risk commitments.

New Succession Plan Requirement

The Code is currently silent on who runs the organization if the Executive Director departs suddenly, leaving staff, funders, and contract counterparties without a clear signatory during a transition. The amendment requires the Board to adopt and periodically review a written succession plan. It authorizes the Executive Committee to appoint an Acting Executive Director — from staff or an outside qualified individual — in the event of resignation, incapacity, death, removal, or extended absence, with the appointment reported to the full Board at or before its next meeting. The Board may also designate signing authority to the President or another officer while the position is vacant. This is a critical continuity provision for any community development corporation.

Executive Session Authority

The current Code requires all Board meetings to be open to members and the public, with no exceptions. This means sensitive matters involving personnel, legal issues or property negotiations must be discussed publicly, potentially compromising confidentiality or weakening OBCDC's negotiating position. The proposed change keeps Board meetings open to the public but allows the Board, by majority vote, to enter executive session for specific confidential matters. These include personnel issues, attorney-client privileged discussions and litigation, property and contract negotiations where public discussion could harm OBCDC's interests, confidential donor or member information and matters protected by law or contract. No final decisions or votes may occur in executive session. All official actions must be approved in an open meeting, and executive session minutes must record the general topics discussed. This protects OBCDC's interests while maintaining transparency and public accountability.

Remote Participation for Directors and Hybrid Meetings

The amendment expressly authorizes any Board or committee meeting to be held by telephone, videoconference, or other communications equipment, consistent with Ohio Revised Code Sections 1702.17 and 1702.31. A Director participating remotely is deemed present in person, may vote, and may be counted toward a quorum; hybrid meetings are expressly permitted. The current Code's ambiguity on this point left doubt about the validity of actions taken by videoconference.

Board Minimum Meeting Frequency and Quorum Standard

The amendment requires the Board to meet no fewer than six times per year and at least once every two calendar months, replacing the ambiguous "bi-monthly" requirement (which could mean either six or twenty-four meetings). The Board quorum is changed from "one-half of the number of Directors" — which leaves open whether rounding is up or down on an odd-numbered Board — to a majority of the Directors then in office, matching the Ohio Revised Code default. Directors must be present to vote, and remote participation under Section 1 is not a proxy or absentee vote.

Committee Establishment and Authority Framework

The amendment adds new provisions governing how committees are established: all Board Committees must be approved by Board resolution, each committee must draft a responsibilities document for inclusion in the Organizational Policies and Procedures Manual, and each committee must keep meeting minutes provided to the Secretary. Ad hoc committees are expressly barred from representing OBCDC without express Board authorization, and only within limits set by resolution.

Committee Voting Rights and Governance-Committee Restrictions

The current Code does not address whether non-Directors may sit on standing committees or vote, which leaves committee actions open to challenge and risks outside influence over governance, nominating, and finance functions. The amendment draws a clear line: only Directors may serve as voting members of the Executive, Nominating, Governance, and Finance Committees, though the Board may appoint non-Directors as non-voting advisors. Non-Directors, including Members, community representatives, and staff, may serve and vote on the Community Engagement, Neighborhood Development, Advancement, and ad hoc committees unless the Board provides otherwise. A quorum for any committee is a majority of voting members, at least one of whom must be a Director, and all committee action is advisory to the Board except where authority has been expressly delegated by resolution.

New Finance Committee Independence Requirements

The amendment adds an entirely new Finance Committee independence provision. The Finance Committee must include at least one Director with financial or accounting expertise; no person with a material financial interest in OBCDC, no employee or relative of an employee, may serve as a voting member. The Finance Committee is charged with overseeing the annual audit or review, communicating directly with OBCDC's independent accountant, and reviewing OBCDC's Form 990 with the Board before filing. Funders and the IRS Form 990 governance questions look for independent financial oversight and Board review of the return before filing; the current Code provides neither.

Codified Disclosure and Recusal Mechanics

The current Code requires OBCDC to maintain a separate Conflict of Interest Policy but doesn't outline specific requirements. The proposed change adds several safeguards directly into the Code. All Board members, officers and key employees must submit annual written statements identifying potential conflicts of interest and update them whenever circumstances change. Anyone with a direct or indirect financial interest in a matter must disclose it before discussion begins and step aside from discussions and voting, although they still count toward the meeting's quorum. Meeting minutes must document the conflict, the individual's recusal, the Board's determination that the transaction is fair and reasonable and the final vote. These changes establish clear, enforceable rules for handling conflicts of interest and strengthen accountability.

Member Notice of Proposed Amendments

The current Code does not require members to receive proposed changes before the meeting where they will be considered. The amendment requires at least 30 days' notice, including the proposed changes or a summary with instructions for obtaining the full document at no cost. This gives members time to review and understand the changes before voting.

Supermajority to Amend the Amendments Article

While a simple majority of eligible Members present and voting suffices for most Code amendments, the amendment imposes a two-thirds supermajority requirement for amendments to Article XI itself. This is a lock-up provision that prevents a bare majority from relaxing the amendment procedures in a single meeting, ensuring the integrity of the amendment process itself.

Specified Edition of Robert's Rules

The proposed change clarifies that OBCDC will follow the Newly Revised, 12th Edition of Robert's Rules of Order, or the most current edition available. This ensures everyone follows the same rules when conducting meetings and voting, helping prevent confusion or disagreements over procedures.

Full Restatement Effective Date Language

The proposed change replaces the lengthy history of past amendments with a simpler statement confirming that the updated Code of Regulations replaces the previous version in its entirety. It also recognizes that all previously approved amendments remain valid through the date the new Code takes effect.