ARTICLE 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.