ARTICLE I. NAME AND PRINCIPAL OFFICE
The name of the Association shall be the Ohio Conference of Community Development, Inc., a nonprofit corporation chartered under the laws of the State of Ohio, and its principal office shall be located in the State of Ohio.
ARTICLE II. OBJECTIVE AND PURPOSE
The Association’s objective is to enhance the livability of the cities, towns, and communities of the State of Ohio through the elimination and prevention of urban blight and physical, economic and social obsolescence and through the development and preservation of well-planned and economically sound urban areas with adequate community facilities, housing and suitable industrial and commercial development. Toward this objective, it shall be the purpose of the Association to help develop, implement and improve federal, state, and local programs for community development and to develop and improve the professional standards and practices of all phases of public administration which are related directly and indirectly to community development.
In carrying out its objective and purpose, the Association will provide for the exchange of knowledge and results of experience; engage in special studies and research; publish and distribute the results of such research and studies; conduct meetings, conferences and workshops; develop sound administrative practices; facilitate effective federal-state-local relations by achieving close coordination among agencies, associations and groups, both public and private, having similar or related purposes; and seek to improve the proficiency of agencies and persons engaged in the field of community development.
OCCD is dedicated to advancing the principle of diversity, and eliminating discrimination, in its conduct as an organization. OCCD values personal experiences, values, and worldviews that arise from differences of culture and circumstance. Such differences include but are not limited to race, ethnicity, gender, age, religion, language, abilities/disabilities, sexual orientation, gender identity, socioeconomic status, geographic region. OCCD strives to foster an environment of respect which asserts the values of dignity, equality and diversity while assisting all of its members in developing their full potential. To carry out its core mission of enhancing communities throughout the State of Ohio, OCCD seeks to achieve diversity among its membership and among its governing bodies, boards and committees by proactively engaging underrepresented groups to participate and to fill such positions.
ARTICLE III. MEMBERS
Applications for membership shall be reviewed and voted upon by the Board of Directors. Membership in this Association shall be limited to the following categories:
SECTION 1. FULL SUBSCRIPTION MEMBER
Any political subdivision, governmental agency, non-profit organization or consultant working in the State of Ohio having an interest in community development, housing, economic development, and related activities shall be Full Subscription Members. Full Members in good standing by payment of dues are entitled to attend meetings, vote, hold office in the Association and have full access to the OCCD web site.
The Board of Directors may revoke a Full Subscription Member for misconduct, disruptive or obstructive conduct, or violation of conflict of interest policies.
Neither HUD nor the State may become a Full Subscription Member.
SECTION 2. HONORARY LIFE MEMBER
All past Presidents shall become Honorary Life Members of the Association. Honorary Life Members, who are not representing a member agency, are entitled to attend meetings without further payment of dues or registration fees; however, Honorary Life Members shall not vote or hold office in the Association unless representing a Full Subscription Member in good standing by payment of dues.
SECTION 3. MEMBER EMERITUS
In special recognition of distinguished service to OCCD, the Board of Directors may officially designate an individual as a Member Emeritus. Members Emeritus shall not vote or hold office in the Association unless representing a Full Subscription Member in good standing by payment of dues. Members Emeritus, who are not representing a member agency or consultant, are entitled to attend meetings without further payment of dues or registration fees.
SECTION 4. TEMPORARY SPECIAL MEMBERSHIP
The Board of Directors may create temporary (up to 1 year) special membership.
ARTICLE IV. QUORUMS AND VOTING
SECTION 1. VOTING MEMBERSHIP
Ultimate authority for conducting the affairs and official business of the Association is vested in the voting membership. All issues shall be decided by simple majority vote of the members present at meetings of the membership called in accordance with Article VIII.
SECTION 2. VOTING
Each Full Subscription Member agency shall have only one vote and shall determine who is authorized to represent the agency and to cast said agency’s vote. To the extent practicable, business matters requiring a vote of the membership shall take place at a duly called meeting of the Association; however, mail or email ballots may be used when exigencies so dictate.
SECTION 3. COMMITTEE QUORUMS
Official business by any duly established committee of the Association shall be resolved by simple majority quorum vote, with not less than one-half of the members of such committee constituting a voting quorum (except for the Advisory Committee whose quorum shall consist of not less than five members).
ARTICLE V. ELECTED OFFICERS, TERMS AND DUTIES
OCCD shall be governed by a Board of Directors elected by the Full Subscription Membership at its annual meeting in July. Terms shall run from the July quarterly meeting until the next annual meeting and election of officers.
SECTION 1. BOARD OF DIRECTORS
A. The Board’s Responsibilities. The OCCD Board of Directors (the Board) will act on behalf of OCCD to fulfill the responsibilities assigned. In so doing, the Board will operate through committees that will draft and annually review policies and procedures and monitor operations relating to their discrete areas of responsibility. However, unless otherwise specified in this charter or approved by the Board, no committee of the Board may adopt policies or procedures or take any action on behalf of OCCD without approval of or ratification by the full Board.
B. Composition. The Board of OCCD will consist of an odd number of OCCD Full Subscription Members totaling no less than 9 and no more than 15. In addition, the Board must be representative of the membership with the following limitations:
1. No more than 33% (thirty three percent) of the Board may be from non-governmental agencies;
2. No more than 25% (twenty five percent) of the Board may be ex-officio (past president) members.
3. When determining the number of persons for B.1 and B.2. a portion of a person will not be added; i.e. 25% of 15 would be 3.75 persons – this would result in 3 persons. The numbers will not be rounded up, but will be the total of whole persons.
C. Term of Office. Directors will serve staggered terms of three years so that approximately one-third of those directors stand for election every year. Board members may serve two (2) consecutive full terms. A full term is defined as three (3) years. They must then be off of the Board for a minimum of one (1) year before being eligible for re-election to the Board.
In the year in which the governance framework outlined in Articles I through IX of this constitution/by-laws is approved, the newly elected directors will draw lots to determine their assignment to one of three Board terms that will include approximately equal numbers of directors. As the terms of the initial directors expire and perpetually thereafter, all the directors elected to fill the seats in each class will serve three-year terms.
D. Nominating Process. Each year the Nominating Committee will solicit recommendations from OCCD members and develop a ballot of candidates for election to the Board, and, as necessary organize candidates for election to the Board in order to:
1. Satisfy the Board composition requirements of Article V. Section 1 B.;
2. Bring valuable experience and expertise to the Board; and
3. Prove their interest, diligence, and effectiveness in helping the OCCD fulfill its purposes.
E. Resignation and Removal. Directors may resign from the Board at any time by giving written notice to the Board President. In addition, directors may be removed from the Board by a majority vote of the remaining Board members for repeated absence, misconduct, failure to participate, disruptive or obstructive conduct, or violation of conflict of interest policies.
F. Board Vacancies. When a director resigns or is removed from the Board or cannot serve his full term for any other reason, the Board may appoint another OCCD member to fill the unexpired term. Board members who leave employment and no longer represent a Full Subscription Member or who retire, shall, unless their eligibility status is restored within 3 months, be no longer eligible to serve as a Board Director and must resign from the Board.
G. Regular Meetings: The Board will meet no less than four (4) times per year, once at each of the quarterly meetings.
H. Special Meetings: Special meetings of the Board may be convened by the Board President or by petition of at least 30 percent of the Board’s directors with 2 business days notice to the Board. These meetings may be held via conference call, or most current social media.
I. Quorum. Seven (7) members present at any Board of Directors Meeting will constitute a quorum.
J. Voting. All issues presented to directors for a vote will be decided by a simple majority of votes cast. E-mail votes of the entire Board may be conducted only on matters discussed at a Board meeting and deferred with Board approval for later decision through e-mail vote. In the case of an e-mail vote, other means of voting must be made available to directors without e-mail service, and directors must be given at least 2 business days to cast their votes. In the case of e-mail votes, these shall be generated by the OCCD office staff and returned to same for tabulation.
SECTION 2. OFFICERS
The elected officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be Full Subscription Members. The President and Vice President shall have a minimum of three years’ experience as a director, deputy director, project coordinator, program administrator, or other similar position in a community development, housing or economic development program, as generally defined in Article III, Section 1. President shall have served 1 year on the Board of Directors.
SECTION 3. ELECTION OF OFFICERS AND TERMS
Officers shall be elected by the Board of Directors. The terms of office for each officer shall be for a period of one year, beginning with their election at a Board Meeting at the Annual Board Meeting, or subsequent meeting. However, all terms of office shall continue until filled by the respective newly elected officers. The President will be elected by the Board of Directors in place at a Board Meeting the month preceding the annual meeting. The Vice President, Secretary and Treasurer shall be elected by the newly formed elected Board of Directors at, or after, the Annual Meeting.
ARTICLE VI. EXECUTIVE COMMITTEE
The routine operations of OCCD shall be handled by an Executive Committee consisting of the four officers of the Association and the immediate past (retiring) President The effective term for the Executive Committee, and members thereof, shall be one year as prescribed in Article V, Section 2. The Executive Committee will carry out the policies and procedures adopted by the Board of Directors.
SECTION 1. EXECUTIVE COMMITTEE
A. Composition – The Executive Committee shall consist of current officers of the Board and the immediate past president of the Board. The officers will include the President, the Vice President, the Secretary and the Treasurer. The Executive Committee will have all the powers and authority of the Board in the intervals between Board of Directors meetings but will remain subject to the direction and control of the full Board. The Executive Committee shall meet no less than four (4) times per year, once between each of the quarterly meetings. These meetings may be held in person, or via conference/web call. Officers shall serve a term of one (1) year. Any Full Subscription Member in good standing (has paid dues) may serve as an officer of the Association. Executive Committee shall serve as the Personnel Committee.
B. Duties of Officers – The elected officers shall serve as members of the Executive Committee and perform the duties as outlined below:
1. President – The President shall serve as chairperson of the Executive Committee and shall preside at all meetings of the Executive Committee, Board of Directors meetings, and all business meetings of the Association. With the exception of the Executive Committee and the Advisory Committee, the President shall appoint all committees as herein prescribed in Article VII and shall sign, on behalf of the Association, all legal documents and other formal instruments and perform all such other duties as may, from time to time, be assigned by the Board of Directors. President shall be the chair of the Personnel Committee.
2. Vice President – The Vice President shall assume all the responsibilities and duties of the President during the President’s absence or inability to serve. The Vice President also shall serve as Chairperson of the Sessions and Trainings Programs Committee and be responsible for structuring and coordinating the program agenda for all regular meetings of the Association. The Vice President also shall perform such other duties as may, from time to time, be assigned by the President, Executive Committee, or Board of Directors.
3. Secretary – The Secretary shall keep the minutes of all meetings of the Executive Committee, Board of Directors, and business meetings of the Organization and shall have charge of the membership books, by-laws and other official papers, reports and records of the Association. The Secretary also shall be responsible for the Treasurer’s report during meetings not attended by the Treasurer.
4. Treasurer – The Treasurer shall have the responsibility for the safekeeping of all funds of the Association and shall keep full and accurate accounts of all receipts and disbursements of the Association. The Treasurer shall be sufficiently bonded to cover all assets of the Association. The Treasurer also shall report the conditions of the Treasury at every regular meeting and be subject to audit by the Finance Committee before the annual meeting of the Association. The Treasurer shall be the chairperson of the Finance committee.
ARTICLE VII. APPOINTED COMMITTEES
The standing committees of OCCD shall be: the Advisory Committee, the Membership Committee, the Nominating Committee, the Finance Committee, the Legislative Committee, the State Programs Committee and the Sessions and Trainings Programs Committee. Within thirty days after election to office, the President shall appoint members to said committees, as herein prescribed below, and notify the entire membership of the Association of such appointments. Terms of all appointed members shall expire at the annual election meeting following their appointment. However, appointed members shall serve their respective committees until officially replaced by new appointees.
SECTION 1. ADVISORY COMMITTEE
A. Composition – The Advisory Committee shall consist of all past Presidents, who are Full Subscription Members. The Advisory Committee shall appoint its own chairperson.
B. Duties – The Advisory Committee shall serve in an advisory capacity to the Executive Committee and the Board of Directors and make recommendations to the Executive Committee and/or Board of Directors regarding new policies, or changes of existing policies, when such recommendations are deemed timely and appropriate for the betterment of the Association. This committee also shall perform specific policy-related research, task and problem-solving functions assigned by the Executive Committee, Board of Directors, or the Association. This committee shall also maintain the historic knowledge and integrity of the Association.
SECTION 2. LEGISLATIVE COMMITTEE
A. Composition – The Legislative Committee shall consist of not less than seven appointed members, one of whom shall be appointed by the President as committee chairperson. The chairperson shall be responsible for keeping the Executive Committee and/or the Board of Directors fully informed of the work efforts and progress of the Legislative Committee.
B. Duties – The Legislative Committee shall monitor state and federal legislation, investigate issues potentially affecting the Association’s objective and purpose as set forth in Article II. This committee shall recommend to the Executive Committee and/or Board of Directors timely and appropriate actions to be taken by the Association concerning significant legislative matters. The Legislative Committee also shall prepare and offer testimony when deemed necessary on behalf of the Association and perform related tasks assigned by the Board of Directors.
SECTION 3. MEMBERSHIP COMMITTEE
A. Composition – The Membership Committee shall be appointed by the President and consist of at least one member from the Board of Directors, and five other members. The chairperson shall be appointed by the President and shall be responsible for keeping the Executive Committee, Board of Directors and the Association fully informed of the work effort and progress of the Membership Committee.
B. Duties – The Membership Committee shall be responsible for developing and effecting resourceful methods and procedures for recruiting and maintaining a full and active membership in the Association.
SECTION 4. NOMINATING COMMITTEE
A. Composition – The Nominating Committee shall consist of three members appointed by the Board of Directors, at least one of whom shall be a Past-President Full Subscription Member, and two Full Subscription Members appointed at-large. A Past-President Full Member shall be appointed as committee chairperson. The chairperson shall keep the Board of Directors fully informed of the committee’s work efforts. One member shall be a current member of the Board of Directors whose term is not up for renewal.
B. Duties – The Nominating Committee shall be responsible for developing a ballot which shall also ensure the required composition under Article V, Section 1 (B), of candidates for election to the Board of Directors. Not less than thirty days prior to the annual election meeting, this committee shall meet and validate one or more eligible nominees for each vacant Board of Directors position. The chairperson of the Nominating Committee shall report the committee’s ballot to the full membership at the annual election meeting.
The Nominating Committee also shall serve as the Elections Committee during the annual meeting, with the chairperson of the Nominating Committee serving as Presiding Officer. The Elections Committee shall be responsible for validating the eligible voting membership, conducting the elections, tabulating the votes and announcing the official results to the membership immediately thereafter.
SECTION 5. FINANCE COMMITTEE
A. Composition – The Finance Committee shall consist of no less than three appointed members, preferably with financial background/experience, one of whom shall be the Treasurer who will act as committee chairperson. The chairperson shall be responsible for keeping the Executive Committee and Board of Directors fully informed of the work of the Committee and shall report the results of the audit to the full membership at the annual meeting.
B. Duties – The Finance Committee shall perform an annual examination of the audit report and present the findings to the full membership at a quarterly meeting. The Committee shall also assist with the preparation of the annual budget, review investments and other financial matters as requested by the Executive Committee and/or the Board of Directors.
SECTION 6. STATE PROGRAMS COMMITTEE
A. Composition – The State Programs Committee shall consist of not less than five members and shall include members representing Small Cities, non Participating Jurisdictions, consultants and nonprofits. The Programs Committee shall also include a representative from the State of Ohio. The chairperson shall be appointed by the President and shall keep the Executive Committee, Board of Directors and Association fully informed of the work of the Committee.
B. Duties – The State Programs Committee shall address situations, programs, and circumstances which impact those communities, nonprofits, or other entities which do not receive funding for various activities directly from the U.S. Government, but, rather, from the State of Ohio.
SECTION 7. SESSIONS AND TRAINING PROGRAMS COMMITTEE
A. Composition – The Programs Committee shall consist of not less than five members and shall be an inclusive representation of members including Entitlements, Small Cities, Participating Jurisdictions, non Participating Jurisdictions, consultants and nonprofits. The Sessions and Trainings Programs Committee shall also include representatives from HUD and the State of Ohio. The chairperson shall be the Vice President and shall keep the Executive Committee, Board of Directors and Association fully informed of the work of the Committee.
B. Duties – The Sessions and Trainings Programs Committee shall assist the Vice President with the planning of programs for each of the quarterly sessions and provide input into speakers. This committee shall also be responsible for suggestions for additional trainings.
SECTION 8. OTHER COMMITTEES
The President, upon authorization by the Executive Committee and/or the Board of Directors, may appoint such other committees as deemed appropriate or necessary to conduct the affairs and further the interest of the Association. The terms of all such committees and members shall expire at the next annual meeting following their appointment. Composition and duties of committees appointed under the provisions of this Section shall be defined at the discretion of the President, with the approval of the Executive Committee and/or the Board of Directors.
SECTION 9. COMMITTEE REPORTS
All committee reports intended for publication or distribution outside the Association shall be submitted to the Executive Committee and/or the Board of Directors for approval before such publication or distribution is made. The Executive Committee and/or Board of Directors shall pass on reports so submitted within a reasonable period of time and shall specify the method of distribution. The Executive Committee and/or Board of Directors also may delegate such review of committee reports to special subcommittees of the Board of Directors and may expressly waive the requirements of such review, if in the committee’s judgment the circumstances so require. After review and approval of all committee reports, they shall be posted on the OCCD web site for general consumption.
ARTICLE VIII. MEETINGS AND NOTICES
Membership meetings and committee meetings shall be scheduled with certain regularity and frequency enough to assure the proper conduct of the affairs of the Association. Special meetings shall be called when circumstances so require.
SECTION 1. MEMBERSHIP MEETINGS
All meetings of the members of the Association shall be held in the State of Ohio unless otherwise approved by the voting membership. An annual meeting of the Association shall be scheduled during which there shall be an election of members to the Board of Directors. The time and place for the annual meeting shall be fixed by the Executive Committee, Board of Directors or by the voting membership. Other meetings of the Association shall be held regularly at a time and place fixed by the Board of Directors.
Special meetings shall be held on call of the President or the Executive Committee or by written request to the Executive Committee signed by one-third (1/3) of full members that existed at the last quarterly meeting. Call of all meetings of the members shall be given by notice mailed to all members not less than thirty days before the meeting date, with the exception of special meetings for which notice shall be ten days in advance.
SECTION 2. COMMITTEE MEETINGS
Meetings of the Executive Committee shall be held at regular intervals subject to the call of the President or any three members of the Executive Committee. Calls of the meetings of the Executive Committee shall be given by notice mailed to all members of the Committee not less than ten days before the meeting date, or by email, fax or telephone not less than five days before the meeting date. Any action taken at a duly called meeting of the Executive Committee shall be valid, providing a committee quorum is present.
ARTICLE IX. ELECTIONS, RE-ELECTIONS AND VACANCIES
Board of Directors of the Association shall be elected each year during the annual meeting of the Association.
SECTION 1. ELECTIONS
A. Nominations – The Presiding Officer (chairperson of Nominating Committee) shall present to the membership the Nominating Committee’s ballot, which shall also ensure the required composition of the Board under Article V, Section 1. (B), after which additional nominations for any position shall be sought from the floor, acknowledged, validated and likewise presented to the membership. Such nominations from the floor shall be made by Full Subscription Members.
B. Voting and Results – Upon closing of nominations, the Elections Committee shall conduct the elections for each director’s position, tabulate the votes and announce the official results immediately thereafter. Voting for each position shall be by a show-of-hands or voice-vote unless a ballot is especially authorized by a voting member and the election shall be deemed official upon announcement of the results.
SECTION 2. RE-ELECTIONS
All elected officers and non-office members of the Board of Directors shall be eligible for re-election to the same position or to another position, within the limits of their length of tenure remaining on the Board.
SECTION 3. VACANCIES
A. Resignation and Removal. Directors may resign from the Board at any time by giving written notice to the Board President. In addition, directors may be removed from the Board by a majority vote of remaining Board members for repeated absence, misconduct, failure to participate, disruptive or obstructive conduct, or violation of conflict of interest policies.
B. Board Vacancies. When a director resigns or is removed from the Board or cannot serve his full term for any other reason, the Board may appoint another OCCD Full Subscription Member to fill the unexpired term. Board members who leave employment and no longer represent a Full Subscription Member or who retire are no longer eligible to serve as a Board Director and must resign from the Board
ARTICLE X. DUES AND COMPENSATION
SECTION 1. DUES
The amount of dues for Full Subscription Members shall be determined and fixed from time to time by the voting membership in accordance with Article IV. All dues are payable from September 1 to August 31.
SECTION 2. COMPENSATION
No member of the Association shall receive any compensation or remuneration from the Association, except for actual and reasonable expenses incurred for Association business and specifically authorized and approved for payment by the Executive Committee and/or the Board of Directors. All such payments shall be fully documented with receipts and recorded by the Treasurer.
ARTICLE XI. AMENDMENTS
This constitution may be amended by simple majority vote of the voting membership.
Amendments may be proposed to the membership by the Executive Committee the Board of Directors, the Advisory Committee, or by petition carrying the signatures of the duly authorized representatives of five voting members. All amendments shall be presented at membership meetings called in accordance with Article VIII. No action on proposed amendments shall be taken at the membership meeting in which the amendments are first presented.
The membership shall be notified in writing of proposed amendments at least thirty days prior to the membership meeting at which the amendments will be voted upon. An opportunity for debate on all proposed amendments shall be provided during said meeting. Upon termination of the debate, an oral vote shall be taken on the proposed amendment, unless a written ballot vote is authorized by the voting membership. If an amendment is adopted, the voting membership shall vote immediately after its adoption to determine the effective date of said amendment.