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OF REGULATIONS The YMCA of Greater CincinnatiARTICLE
I Name And Object Section
1. The name of this Association shall be "The YMCA of Greater Cincinnati". Section
2. The object of this Association shall be to bring into harmony with the spirit
of Christ the physical, mental, spiritual, social, and moral condition of all
people. Section 3. This Code of Regulations represents an amendment, restatement
and consolidation of the Constitution and By-Laws that were in existence as of
the date of adoption of this Code of Regulations for this Association.
ARTICLE II Membership Section 1.
Qualifications for membership shall be in accordance with the standards established
by the National Council of the Young Men's Christian Association. Any individual,
who is in accord with the purposes, ideals, and spirit of the YMCA, is eligible
for membership in this Association. Members of the Association shall be divided
into two Classes: Voting Members and Non-Voting Members. Non-Voting Members are
comprised of Emeritus Directors, facility members, program participant members
and financial support members except if such individuals are otherwise Voting
Members. Section 2. The Voting Members of the Association shall be those
individuals who comprise the Electoral Council. The Electoral Council shall be
comprised of all of those individuals who serve on the Board of Directors and
each of the several Committees of Management of the Association as of the date
for which the Voting Members of the Association are being determined. The President
of the Association shall act as secretary of the Electoral Council without a vote. Section
3. Other forms of non-voting membership may be provided for in the by-laws adopted
by any Committee of Management and approved by the Board as provided herein. . ARTICLE
III Management; Board of Directors; Removal; Vacancies; and Emeritus Directors Section
1. The management of this association shall be vested in a Board of Directors,
in which shall be vested the title to all property of the Association and which
shall have and exercise all the powers necessary to control the property and policy
of the Association, including the power to appoint an executive committee, and
such other committees as it deems desirable, and to delegate to the executive
committee the authority to act for the Board between meetings. Section 2.
The Board of Directors shall consist of thirty?six members of the Association?at-large,
plus an active member from each Branch of the Association. Directors shall serve
for three years, or until their successors are elected and qualified. The Board
may at any time increase the number of members?at?large to thirty?seven, but the
number shall immediately revert to thirty?six on the occasion of the death, resignation,
or refusal to stand for reelection of any incumbent member?at?large. Section
3. The Board of Directors shall have the power to fill any vacancies for the unexpired
term. If there are numerous vacancies such that the remaining Directors constitute
less than a quorum, then the remaining Directors may, by the vote of a majority
of their number, fill any vacancy in the Board for the unexpired term. Any Director
may resign by giving written notice to the Chairperson of the Board, to the President,
or to the Secretary of the Corporation. Such resignation shall take effect upon
receipt of such notice, or at any other time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to make
it effective. Section 4. Any Director or Directors may be removed, either
with or without cause, at any time, by the affirmative vote of a majority of the
Directors at a meeting called for that purpose at which a quorum is present; provided,
further, that at least a majority of the total number of Directors then in office
vote for the removal of such Director. Any Director who is the subject of a proposed
removal action shall be given (1) at least 30 days advance notice of the Board
meeting at which consideration of the removal action will occur together with
a statement for such action, and (2) an opportunity to be heard at said Board
meeting and ask questions; provided, however, that if the Director fails to utilize
his or her opportunity to be heard (whether by failing to attend such Board meeting,
failing to make a presentation and/or failing to respond to questions or comments),
then the Board may proceed with taking final action on whether or not to remove
the Director. In the event of any such removal, a new Director may be elected
at the same meeting for the unexpired term of the Director removed. Failure to
elect a Director to fill the unexpired term of any Director removed shall be deemed
to create a vacancy in the Board. Section 5. The Board of Directors shall
meet monthly, at least 8 times per year. Eighteen members of the Board shall constitute
a quorum. Directors may not participate in a meeting of the Board of Directors
by means of conferencing communications equipment. Section 6. Special meetings
of the Board may be called by the Chairperson and shall be called upon the written
request of three Directors. Section 7. The Board of Directors shall establish
an Emeritus Board of Directors consisting of individuals who have previously served
as Directors of the Association and who have provided exemplary and distinguished
service to the Association. The Board, upon recommendation by the Nominating and
Board Development Committee, shall elect annually the new individuals who are
to serve as Emeritus Directors. Section 8. Emeritus Board members shall
have all of the privileges of Directors except the right to Vote and hold a position
as an officer of the Board. Emeritus Membership shall be for life and carry all
of the privileges of office except voting and election as an officer of the Board.
ARTICLE IV Committees of the Board
Section 1. Immediately after the annual election of officers of the Board,
all Committees of the Board of Directors shall be appointed by the Executive Committee
, with the approval of the Board of Directors, for a term of one year or until
their successors are appointed. The chairpersons of the committees shall be officers
of the Board. Members of Committees of the Board and of the Association need not
be members of the Board unless these Regulations so state. The committees shall
assume such duties as are assigned by the Chairperson of the Board with approval
of the Board. Section 2. Executive Committee ?This Committee shall consist
of the following officers of the Board: Chairperson, Chairperson-Elect, Past Chairperson,
Treasurer, Secretary and all of the Vice Chairpersons. The Executive Committee
shall have general charge of the affairs of the Association during the intervals
between meetings of the Board. Section 3. The standing committees of the
Board shall be as follows: - Audit
Committee
- Branch
Operations Council
- Executive
Committee
- Facilities
Development Committee
- Finance
Committee
- Financial
Development Committee
- Goals
Committee
- Human
Resources Committee
- Marketing
Committee
- Nominating
and Board Development Committee
The respective responsibilities
of each standing committee shall be as approved by the Board in the Roles and
Responsibilities for each such standing committee. Section 4. Special
committees and task forces may be established, upon the recommendation of the
Executive Committee and approval of the Board, to carry on particular activities
of the Board and of the Association. Section 5. No Committee of the Board
or of the Association shall incur any indebtedness or make any expenditures without
the approval of the Board. The President shall, with the approval of the Board,
develop policies & procedures for the disbursement of funds of the Association.
Section 6. Each of the standing committees shall be chaired by an officer
of the Board. If the chair of a standing committee is not an officer of the Board,
he or she shall be nominated as a Vice Chairperson. At least two members of each
of the Standing Committees shall be branch representatives. ARTICLE
V Elections of Directors and Officers Section 1. The Board
of Directors shall be elected by the Electoral Council based upon the slate of
candidates submitted by the Nominating and Board Development Committee as provided
herein. Only persons nominated by the Nominating and Board Development Committee
as candidates shall be eligible for election as directors. The Directors shall
be divided into three classes so that the 3-year terms of the directors are staggered.
One?third of the Board shall be elected annually for a term of three years. Except
as hereinafter provided, no Director shall serve more than three consecutive 3-year
terms; provided, further, that the foregoing term limit rule shall commence with
the election of Directors in 2003 (i.e., the class of 2006) which would result
in completion of the three consecutive terms in 2012. In addition, (1) if a Director
is elected to an office that has a 2-year term that extends beyond the expiration
of the Director's third consecutive 3-year term as a Director, or (2) if a Director
is elected to one of the offices of the Chair (i.e., Chair-Elect, Chairperson
or Past Chairperson) and the combined 6-year term of the three offices of the
Chair extends beyond the expiration of the Director's third consecutive 3-year
term as a Director, then such Director shall be eligible to be elected to an additional
consecutive term (or terms, if applicable in the case of the Chair offices), but
the Director's term shall cease upon the expiration of such term as an officer
and the Director shall be treated as having resigned as a Director upon the expiration
of such Director's term as an officer. Section 2. At the first regular
meeting of the Board of Directors after the election by the Electoral Council,
the Board shall elect by ballot from its own number and based upon the slate of
officers recommended by the Nominating and Board Development Committee as provided
herein, the officers of the Board including a Chairperson, Chair-Elect, Past Chairperson,
one or more Vice?Chairpersons, a Secretary and a Treasurer of the Board, to serve
for a term of two years, or until their successors are elected and qualified.
These officers shall also be officers of the Association. The Board shall also
elect from outside its own number, the President of the Association and such other
officers of the Association as may be recommended to the Board by the President. Section
3. The Nominating and Board Development Committee will nominate and recommend
to the Executive Committee of the Board the candidates for all open director positions
and for the officers of the Board including determining the number of Vice-Chairpersons.
The Nominating and Board Development Committee shall seek recommendations for
candidates for the Board positions from the Executive Committee, the branches
and such other sources as the Committee desires. The Nominating and Board Development
Committee shall seek recommendations for candidates for the officer positions
from the Board. The Executive Committee shall approve the slate of candidates
for directors and officers prior to the final submission of the slates by the
Nominating Committee. Section 4. Officers of the Board may serve successive
terms, except as limited by the term limits for Directors as provided in Article
V, Section 1. Section 5. The Committee of Management of each Branch will
recommend from its membership, one or more candidates to the Nominating and Board
Development Committee for its designated representative to the Board of Directors
no later than October 1 of the third year of the term of its designated representative
or whenever a vacancy occurs. Section 6. Candidates for the at?large members
of the Board of Directors may be recommended by any member of the Association.
Such recommendations shall be submitted to the Nominating and Board Development
Committee through the President before October 1st of each year. Section
7. The Electoral Council shall meet between October 15th and November 15th and
shall adopt its own rules of procedure. It shall proceed annually to elect one?third
of the Board from nominations from the Nominating and Board Development Committee
as promptly as is consistent with thorough consideration. No person shall be elected
a Director unless the person shall receive a simple majority vote of all members
of the Electoral Council present. If one?third of the Board is not so elected
by the Council, it shall promptly notify the Nominating and Board Development
Committee to make additional nominations for this purpose until elections are
complete. Section 8. The Chairperson is the Chief Volunteer Officer and
shall preside at all meetings of the Association and of the Board of Directors.
The Chairperson shall appoint all the Committees of the Board and of the Association,
with the approval of the Board of Directors. The Chairperson shall be a member?ex?officio
with vote of all Committees of the Board and of the Association. Section
9. In the absence of the Chairperson, the Chair-Elect shall perform his/her duties.
If the Chair-Elect is not available, the Treasurer or the Secretary shall perform
these duties. The Vice?Chairpersons shall assume such duties as are assigned by
the Chairperson. Section 10. The Treasurer shall be chairperson of the
Finance Committee. Section 11. The Secretary is responsible for:
1. Overseeing that records of all Board and Committee proceedings, and all Association
proceedings, are kept safe, intact, in an organized manner, and are accessible
to those authorized to access them. 2. Ensuring that all Board Policies are
properly approved, and are filed in an organized manner so that they may be easily
accessible to those who are authorized to access them. ARTICLE
VI Professional Staff Section 1. The President of the Association
shall be its Chief Executive Officer. Subject to the terms of the President's
election, and under the supervision of the Board, the President shall be responsible
for the general direction and management of the Association and of its Branches,
as set forth by the Board. The President may delegate authority to those reporting
to the President. The President shall report to the Board, its officers and committees,
regularly, on the work of the Association and progress toward Association goals.
Section 2. The President shall be a member ex?officio, without vote, of
all Committees of the Association and of the Board of Directors. Section
3. One or more Vice?Presidents shall be recommended by the President and shall
be elected by the Board. Other professional staff may be employed by the President.
Section 4. The Executive Director of each branch shall be appointed by
the President with input from the Branch Committee of Management. The Branch Executive
Director shall be responsible to the President and shall be charged with the supervision
of the activities and of the staff of the Branch. Such Executive Director shall
consult with the Committee of Management and shall keep the President fully advised
as to the progress of work and of all matters under consideration. Section
5. The other members of the professional staff of each Branch shall be employed
by the President upon recommendation by the Executive Director. Section
6. The President is responsible for the assets of the Association, and for safeguarding
them, through physical security measures, and appropriate internal financial controls.
Section 7. The President shall, prior to the end of each fiscal year, prepare
a budget of necessary expenditures and estimated receipts involved in the conduct
of the Association's work during the following fiscal year. These budgets shall
be submitted to and reviewed by the Finance Committee for submission to and approval
by the Board of Directors. ARTICLE VII Meetings
of Voting Members Section 1. There shall be an annual meeting
of the Association within ninety days after the close of the fiscal year, at which
the Board of Directors shall report to the voting membership upon the state of
the Association. The Annual Meeting or any special meeting of the voting members
may be held at a location within or outside the State of Ohio. Section 2.
Special meetings of the voting members of the Association may be called by the
Chairperson and shall be called by him or her upon the written request of forty
voting members of the Association. Special meetings of the voting members of the
Association may also be called by the President, or by a majority of the Directors
acting with or without a meeting, or by action adopted or taken by the vote or
consent of not less than ten percent (10%) of all of the voting members. Upon
delivery in person or by certified mail to the President or Secretary of a written
request for a meeting of voting members by any persons entitled to call such a
meeting, it shall be the duty of the officer to whom the request is delivered
to give to the voting members entitled thereto notice of a meeting to be held
not less than seven nor more than 65 days after delivery of such request, as such
officer shall fix. If, upon such a request, such officer does not within ten days
call the meeting, the persons making such request may call it by giving notice
as provided herein. Section 3. The annual meeting of the voting members
of the Association shall be held within ninety days of the close of the fiscal
year. Twenty?five members shall constitute a quorum for the transaction of business
at the annual meeting and all special meetings. Reasonable notice of all meetings
shall be given through the public press and upon the bulletin boards of the various
Branches. Each voting member shall be entitled to one full vote on each matter
properly submitted to the voting members for their vote, consent, waiver, release
or other action. Except where the Ohio Non?Profit Corporation Law or other applicable
law, or the articles, or other provisions of this Code of Regulations designate
or require a different proportion of the voting power of the Association with
respect to any matter to be acted upon by voting members, a majority of the voting
members present and entitled to vote at any voting members' meeting at which a
quorum is present may authorize or take action with respect to each matter properly
submitted to the voting members at such meeting. Section 4. The call for
a special meeting, as provided in Section 2 of this Article , shall state the
purpose of such meeting, and no business other than that specified shall be in
order at such meeting. Section 5. The Chairperson shall prescribe the order
of business for all meetings of the Association and of the Board, with particular
attention to the goals of the Association and progress towards those goals. All
such meetings shall be opened with a devotion. Section 6. Except as otherwise
expressly required by law, notice of each meeting of voting members, whether annual
or special, shall be given not more than 60 days and not less than seven days
before the date specified for the meeting by the Chairperson, President or Secretary,
or, in case of their refusal or failure to do so, by the person or persons entitled
to call such meeting, to each voting member entitled to notice of the meeting,
by delivering a written notice thereof (i) personally (including express mail
or courier service), (ii) by electronic mail transmission, (iii) by telecopy (fax),
or (iv) by U.S. mail, postage?prepaid. The address or fax number of any voting
member for purpose of providing such notice shall be the address (including electronic
mail address) or fax number of the voting member as it appears on the records
of the Association, or, if a voting member shall not have furnished his or her
address or fax number to the Association, then at his or her most recent post?office
or electronic mail address or fax number known to the sender. Except when expressly
required by law, no other publication of any notice of a voting members' meeting
shall be required. Notice of the adjournment of a meeting need not be given if
the time and place to which it is adjourned are fixed and announced at such meeting.
Any voting member, either before or after any meeting, may waive in writing any
notice thereof required by law, the articles, or this Code of Regulations. Such
written waivers shall be filed with or entered upon the records of the meeting.
Notice of a meeting shall be deemed to be waived by any voting member who attends
such meeting in person and who does not, before or at the commencement of the
meeting, protest the lack of proper notice. ARTICLE
VIII Branches and Committees of Management Section 1. The
Board may establish under its control branches, departments and commissions of
the Association and shall define the scope of their activities. Section
2. The activities of each branch shall be directed by a Committee of Management.
The members and Chairpersons of Committees of Management shall be appointed by
the Chairperson of the Board of Directors with Board approval. The Chairperson
and President shall be members ex?officio of all committees of the Association.
The Treasurer shall be treasurer of all branches. Section 3. No organization
or club shall be effected within or in connection with any Branch, except with
the approval of the Committee of Management thereof, and all such organizations
shall be under the control of said Committee, and their Constitutions, By?Laws,
and Rules shall be subject to the approval of said Committee. Section 4.
Each Committee of Management may adopt By?Laws not inconsistent with the Articles
of Incorporation and the Code of Regulations of the Association for the carrying
on of its work to be approved by the Board of Directors. Each Committee of Management
may provide in its By?Laws for forms of membership consistent with this Code of
Regulations and approved by the Board of Directors. Section 5. Not more
than four members of the Board of Directors shall be appointed to membership on
the Committee of Management of any one branch. Section 6. Each Branch Committee
of Management shall be charged with full responsibility to the Board of Directors
for the conduct of the work entrusted to it. Each Committee of Management shall,
as promptly as may be possible after its appointment, organize by the election
of a Vice?Chairman and a Secretary from among its members. ARTICLE
IX Books and Records Section 1. Pursuant to ORC 1702.11
and 1702.15, the Board of Directors may make reasonable rules and regulations
prescribing under what conditions the documents set forth in ORC 1702.15 (including
books and records of account; the official minutes of meetings of members, Directors
and committees of members and Directors; and membership records) and any other
documents of the Association as the Board so determines in its sole discretion,
shall be open to the inspection of the members or others for any reasonable and
proper purpose. No member shall be denied any right which is conferred by the
Ohio Non?Profit Corporation Law or any other Ohio law to inspect any books and
records of account, official minutes, membership records or other document of
the Association.
ARTICLE X Conflicts Of Interest Section
1. As provided in Section 1702.301 of the Ohio Revised Code, a Director of the
Association shall not be automatically disqualified by his office from dealing
with the Association as a vendor, purchaser, employee, agent, or otherwise if
the conditions of this Section and ORC §1702.301 are met. In addition, if
the conditions of this Section and ORC §1702.301 are met, no contract or
transaction shall be void or voidable or in any way affected with respect to the
Association for the reason that it is (1) between the Association and one or more
of its Directors, (2) between the Association and any other entity in which one
or more directors have a financial or personal interest, or (3) for the reason
that one or more interested Directors participate in or vote at the meeting of
Directors, or a committee thereof, which authorizes such contract or transaction.
The conditions to be met of this Section are: (1) the Director has complied with
any Conflict of Interest Policies adopted by the Board (including, without limitation,
the Code of Ethical Conduct) and (2) any one of the following three tests are
met: Test #1: The material facts as to the Director's or Directors' relationship
or interest and as to the contract or transaction are disclosed or known to the
Board of Directors, or a committee thereof, and the Board of Directors, or a committee
thereof, in good faith reasonably justified by such facts, authorize or ratify
the contract or transaction by the affirmative vote of a majority of the disinterested
Directors, even though the disinterested Directors constitute less than a quorum
of the Board of Directors or the committee thereof. Test #2: The material
facts as to the Director's or Directors' relationship or interest and as to the
contract or transaction are disclosed or are known to the voting members entitled
to vote thereon and the contract or transaction is specifically approved or ratified
at a meeting of the voting members held for such purpose by the affirmative vote
of a majority of the voting power of the Association held by persons not interested
in the contract or transaction. Test #3: The contract or transaction is
fair as to the Association as of the time it is authorized or approved or ratified
by the Board of Directors, or a committee thereof, or by the voting members. Section
2. Without limiting or qualifying the foregoing, if in any judicial or other inquiry,
suit, cause, or proceeding, the question of whether a Director of the Association
or the Association acting through its Board of Directors, or a committee thereof,
has acted in good faith is material, then notwithstanding any statute or rule
of law or of equity to the contrary (if any there be), his, her or its good faith
shall be presumed, in the absence of proof to the contrary by clear and convincing
evidence. Section 3. For purposes of the preceding Section, common or interested
Directors may be counted in determining the presence of a quorum at a meeting
of the Directors or committee thereof which authorizes or ratifies the contract
or transaction. ARTICLE XI Amendments Section
1. This Code of Regulations may be amended by a three?fifths vote of the voting
members present at the annual meeting or at a special meeting. Notice of the intention
to present the amendment shall be given to the voting members and the amendment
shall be posted or published as provided herein at least two weeks before it is
voted on. Section 2. If it is proposed to amend the Code of Regulations,
either at the Annual Meeting or special meeting of the voting members, in accordance
with the provisions of the Code of Regulations, notice of the intention to present
the amendment shall be given at a meeting of the Board at least one month prior
to such annual or special meeting. A copy of such proposed amendment shall be
posted on the bulletin boards of the Branches of the Association at least two
weeks prior to such annual or special meeting. ARTICLE
XII Indemnity Of Directors And Officers Section 1. Each present
and future Director, officer of the Board and officer of the Association shall
be indemnified by the Association against expenses actually and necessarily incurred
by him or her (including, but not limited to, counsel fees, and settlements out
of court in amounts approved by the Directors, but not including any case where,
in the opinion of the disinterested reputable counsel selected by the Association,
the Directors and officers affected are guilty of willful misconduct) and against
judgments against him or her in favor of the Association or other persons in connection
with any action, suit or proceedings to which he or she may be made a party by
reason of his or her being or having been a Director, officer of the Board or
officer of the Association (whether or not he or she continues to be a Director
or officer at the time of incurring such expenses), except in relation to matters
as to which he or she shall be adjudged in such action, suit or proceeding to
be liable because of willful misconduct. The foregoing right of indemnification
shall not be exclusive of other rights to which any Director or officer may be
entitled as a matter of law. ARTICLE XIII Schedule Section
1. This Code of Regulations was approved by the Board of Directors on December
18, 2002 and shall be presented at the annual meeting of members of the Association
on January 30, 2003. This Code of Regulations shall become effective upon approval
by the members at the annual meeting. Adopted January 30, 2003 Prior
Adoption History: This Constitution shall be presented at a special meeting of
the members of the Association to be held before the third day of May, 1924, and
shall be voted upon at a regular meeting to be held on the third day of June,
1924. If two?thirds of the members present shall vote favorably, the Constitution
shall become effective at once. If the Constitution is adopted, a special election
for members of the Electoral Council shall be held on October 5, 1924. This Electoral
Council shall at once elected seven members of the Board of Directors. Directors
in office on June 2, 1924 shall continue in office under this Constitution until
the election by the Electoral Council in the year in which the term for which
they were elected expires. (As regularly amended and unanimously adopted at the
95th Annual Meeting on February 16, 1944; as further amended and unanimously adopted
at the 124th Annual meeting on March 9, 1978; as further amended and unanimously
adopted at the 127th Annual Meeting on March 23, 1981; as further amended and
unanimously adopted at the 130th Annual Meeting on march 15? 1984; as further
amended and unanimously at a Special Meeting on March 28, 1986; as further amended
and unanimously adopted at the 133`° Annual Meeting on March 24, 1987.) 204775. |