Effective Date: July 23, 2019
Article I
General
Section 1.1 General. The name of the corporation shall be "The Glen Civic Association, Inc." (the "Association"). The Association is an Ohio not-for-profit corporation.
Section 1.2 Purposes. To promote the best interests of the residents of The Glen subdivision, which is located in the City of Columbus, State of Ohio, in better community living through taking cognizance of matters of community interest pertaining to government, education, public utilities, public facilities (including streets, sidewalks, signs and lighting), public safety and protection, zoning (including local deed restrictions), social, recreational and cultural endeavors, and any other matters of general community interest that may be brought to the attention of the Board of Directors.
Section 1.3 Expenditures. No funds of the Association shall be spent for any purpose other than one consistent with the purposes of the Association.
Article II
Membership
Section 2 Membership. Membership in The Glen Civic Association shall be open to all adult residents of The Glen subdivision. A member shall be defined as an adult resident who resides in a household that has paid the prescribed dues. Any resident 18 years of age or older is considered an adult for this purpose.
Article III
Dues
Section 3.1 Annual Dues. The annual dues of each household of The Glen subdivision shall be set by the Board of Directors. Dues are payable on the first day of each calendar year. Any resident who pays his dues after October 1 (whether already paid for the calendar year or not) will have those dues applied to the following calendar year as well as the year in which they are paid. If paid prior to October 1, the dues will be applied to the year in which they are paid.
Section 3.2 Changes in Annual Dues. Any changes in the amount of the annual dues must be made by the Board of Directors before the 1st of the new calendar year in which they will go into effect. Residents will be notified by email (when available) and by any means of electronic communication available to the Association at that time.
Article IV
Board of Directors
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Section 4.1 Powers. Except as specifically provided in these Regulations (these "Regulations"), the Articles of Incorporation of the Association and the laws of the State of Ohio, all the corporate power and authority of the Association shall be exercised by the Board of Directors (the "Board"), and all property, assets and business of the Association shall be subject to the Board’s direction and control.
Section 4.2 Classes and Number of Directors. The Directors shall be divided into two classes, as nearly equal in number as possible, each class serving staggered two year terms, There shall be not less than four (4) Directors and not more than twelve (12) Directors on the Board.
Section 4.3 Election and Terms of Directors. The Board Membership Committee (as defined in Section 7.1) shall nominate all candidates to serve as Directors. Only members are eligible to serve as Directors. Directors shall serve a term commencing at 12:01 a.m. Jan. 1st immediately following their election and ending 12:00 Midnight Dec. 31st for a term of two years.
Section 4.4 Removal of a Director. If a Director has three (3) successive absences from regular meetings of the Board, the Board shall have the authority, at its discretion, to remove the Director from the Board. Additionally, a Director may be removed from the Board for cause upon an affirmative vote for removal by three-fifths of all Directors. The Director will be given notice of the proposed action to remove him or her from the Board and will be given a reasonable opportunity to defend him or herself.
Section 4.5 Resignation of a Director. A Director, other than the President (as defined in Section 6.4) may resign at any time by delivering a written resignation to the President. The President may resign at any time by delivering a written resignation to the Board. The President shall notify the other Directors of any resignation within thirty (30) days of its occurrence.
Section 4.6 Vacancies. If the position of a Director is vacant for any reason, the Board shall be entitled to fill the vacancy for the remainder of the term of such Director.
Section 4.7 Compensation and Expenses. Directors shall receive no compensation for serving as Directors or as any officer of the Association. The Association may reimburse Directors and officers for reasonable expenses necessary for the execution of their duties.
Article V
Meetings of the Board
Section 5.1 Meetings of the Association. The Board may schedule neighborhood meetings throughout the calendar year as the Board determines to be necessary. Notice of all neighborhood meetings shall be delivered to each resident of The Glen subdivision at least two days prior to a meeting by email, if an email address has been provided to the Association. Residents shall also be notified by postings on the GCA neighborhood signs near the major entrances to The Glen subdivision. Regular meetings of the Board may be held at such times and places as determined by the Board or by the President. Special meetings of the Board may be held at such times and places as determined by the President or any three Directors.
Section 5.2 Presence and Quorum. Directors may participate in meetings of the Board in person or by current communications technology if all the Directors have the opportunity to participate. A Director participating in a meeting in person or by communication technology shall be present at the meeting for all purposes, including for constituting a quorum and for voting. The presence of one-half of all the Directors at a meeting shall constitute a quorum, and all matters of the Association, except for those matters for which a greater percentage is specified in these Regulations, may be determined by a majority of the quorum in attendance at a meeting. No matter of the Association may be determined at a meeting of the Board at which a quorum is not present.
Section 5.3 Notice of Meeting. Notice of all meetings of the Board shall be delivered to each Director at least two days prior to a meeting. Notices of regular meetings of the Board shall be sent by the President or the Secretary (as defined in Section 6.6) or their designee. Notices of special meeting of the Board shall be sent by the Director or Directors determining the time of the meeting.
Section 5.4 Waiver of Notice. Any Director may waive, member or resident, in writing, notice of the time and place of any meeting of the Board, either before or after the meeting is held. Such written waiver shall be filed with or entered upon the Association’s records of the meeting. The attendance of any Director or member at any meeting without protesting, prior to the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Director or member of notice of such meeting.
Section 5.5 Voting Rights of Directors and of Members. All Directors at Board meetings shall be entitled to vote on each matter properly submitted for a vote. Additionally, all members (per Section 2 of these regulations) shall be entitled to vote on the slate for Board of Directors. Notification of the slate of nominees will be sent to members by email (when available) and by any means of electronic communication selected by the Board. Residents shall also be notified of the election by postings on GCA neighborhood signs by the entrances to The Glen subdivision.
Section 5.6 Action by Board without Meeting. Any action which may be authorized or taken at a meeting of the Board also may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, a quorum of the Directors. Any such writing or writings shall be filed with or entered upon the records of the Association.
Article VI
Officers
Section 6.1 Officers. The Officers shall consist of a President, a Vice President, a Treasurer, and a Secretary. Any Director may nominate a candidate for any office.
Section 6.2 Terms. The Officers shall serve two-year terms.
Section 6.3 Vacancy. If the office of the President becomes vacant because of death, resignation or removal of the President as a Director, the Vice President shall succeed to the office of President, and the office of Vice President shall become vacant. When the Vice President assumes the office of the President because of a vacancy, the term of that President ends when the term of his or her successor as President commences. If the office of the Vice President is vacant at the time of the office of the President becomes vacant, the Board shall elect a Director as President for a term commencing immediately after that election and ending when the term of his or her successor as President commences.
If the office of the Treasurer or Secretary becomes vacant because of death, resignation or removal of the Treasurer or the Secretary as a Director or officer, the Board shall elect an individual as the Treasurer or Secretary, as appropriate, for a term commencing immediately after that election and ending when the term of his or her successor commences.
Section 6.4 President of the Board. The President of the Board (the "President") shall preside at all meetings of the Board. The President shall, subject to the direction of the Board, have general supervision, direction and control of the business and officers of the Association. The President shall be an ex officio member of all standing committees. The President shall have the general powers and duties usually vested in the President of a nonprofit corporation under the laws of the State of Ohio, including the authority to execute documents and agreements on behalf of the Association, and shall have such other powers and duties as may be prescribed by the Board or these Regulations.
Section 6.5 Vice President. The "Vice President" shall have such other powers and duties as may be prescribed by the Board or as may be delegated by the President. In the event of the absence or disability of the President, or when circumstances prevent the President from acting, the Vice President shall perform the duties of the President.
Section 6.6 Secretary. The "Secretary" shall attend and keep the minutes of all meetings of the Board. The Secretary or his designee shall keep such books as may be required by the Board and shall give notices of all regular meetings of the Board; provided, however, that the Director or Directors empowered to call meetings of the Board may, at his, her or their option, give such notice. The Secretary shall have such other powers and duties as may be prescribed by the Board.
Section 6.7 Treasurer. The "Treasurer" shall receive and have charge of all funds and investments of the Association. The Treasurer shall keep accurate financial accounts of the Association. The Treasurer shall chair the Finance Committee (as defined in Section 7.2). The Treasurer shall have such other powers and duties as may be prescribed by the Board.
Section 6.8 Other Officers. The Board may at any time elect or appoint any other officer of the Association and prescribe the qualifications, responsibilities, authority and term of such officer. Any officer may hold two or more offices concurrently.
Section 6.9 Resignation as Officer. The resignation of the President, the Vice President, the Treasurer, the Secretary or any other officer of the Association shall be effected in the same manner as the resignation of a Director as provided in Section 4.5. The resignation of the President, the Vice President, the Secretary or the Treasurer from their respective office shall not be deemed his or her resignation as a Director unless specifically set forth in the written resignation.
Article VII
Committees
Section 7.1 Board Membership Committee. A committee (the "Board Membership Committee") shall be responsible for identifying and recruiting individuals to serve as Directors. The Board Membership Committee shall present and nominate a slate of candidates to serve as Directors to the Board at the last meeting of the calendar year. The Board Membership shall also be responsible for orientation of new Directors, Director retention, recommending criteria and expectations for Board members as well as establishing the voting procedure. The Board Membership Committee may recommend amendments to these Regulations to the Board as it deems advisable.
Section 7.2 Finance Committee. A committee (the "Finance Committee") shall be responsible for developing fiscal procedures, fiscal development plans, annual budgets, and periodic financial reports for presentation to the Board. Once such procedures, plans and budgets are approved by the Board, the Finance Committee shall monitor their implementation. The Treasurer shall chair the Finance Committee, consisting of Directors and/or members who are not Directors.
Section 7.3 Audit Committee. A committee (the "Audit Committee") shall be responsible for reviewing the financial records of the Association. The President or his designee shall chair the Audit Committee, consisting of two Directors and/or members who are not Directors.
Section 7.4 Other Committees. The Board or the President may at any time create other committees and appoint the members thereof, consisting of Directors and/or members who are not Directors. The Board may prescribe or limit the responsibilities and authority of such committees.
Section 7.5 Chairs and Members. Except for the Finance and Audit Committees, the President shall appoint the chair of each committee, and the chair of a committee shall preside at all meetings of the committee. In the absence of the chair at any committee meeting, the committee may elect a temporary chair to preside at the meeting. Unless specifically otherwise determined by the Board, each committee shall consist of its chair and such other individuals (who may be Directors or members) invited by the President to serve on such committee.
Section 7.6 Meetings and Notice. A Director may attend any meeting of any committee. A meeting of any committee may be called by its chair or the President. Notices of all meetings of all committees shall be delivered to each Director at least two days prior to a meeting by the person calling the meeting. The minutes or a report of each meeting of a committee shall be reported to the Board no later than the next meeting of the Board immediately following a meeting of a committee.
Section 7.7 Waiver of Notice. Any committee member may waive, in writing, notice of the time and place of any meeting of any committee, either before or after the meeting is held. Such written waiver shall be filed with or entered upon the committee’s records of the meeting. The attendance of any committee members at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Director of notice of such posting.
Section 7.8 Action by Committee without Meeting. Any action which may be authorized or taken at a meeting of any committee may be taken without a meeting with the affirmative vote or approval of, and in writing or writings signed by, all of the members of the committee. Any such writing or writings shall be filed with or entered upon the records of the committee.
Section 7.9 Presence of a Quorum. Members of a committee may participate in meetings of a committee in person or by current communication technology if all the members have the opportunity to participate. A committee member participating in a meeting in person or by current communication technology shall be present at the meeting for all purposes, including for constituting a quorum and for voting. The presence of three persons shall constitute a quorum, and all matters of a committee shall be determined by a majority of the quorum in attendance at a meeting. No matter of a committee may be determined at a meeting at which a quorum is not present.
Article VIII
Articles of Incorporation
Section 8.1 Subject to Articles of Incorporation. These Regulations are at all times subject to the provisions of the Articles of Incorporation of the Association. A majority of all Directors may authorize and direct the amendment of the Articles of Incorporation of the Association.
Article IX
Miscellaneous
Section 9.1 Fiscal Year. The fiscal year of the Association shall commence at 12:01 a.m. of each January 1 and shall end at 12:00 Midnight of the immediately succeeding December 31.
Section 9.2 Corporate Seal. The Association shall not have a corporate seal.
Section 9.3 Checks, Drafts, Notes and Contracts. The Board shall, from time to time, determine who is authorized, on behalf of the Association, to (a) execute checks, drafts or other orders for payment of money, (b) execute acceptances, notes or other evidences of indebtedness, and (c) execute and deliver contracts and other documents and instruments.
Section 9.4 Conflicts of Interest. The Directors shall adopt a Board policy regarding conflicts of interest.
Article X
Amendments
Section 10.1 Amendments. These Regulations, and any amendments of these Regulations, may be amended, revised, superseded or repealed by the Board at any meeting of the Board so long as the notice of the meeting of the Board at which any such action is contemplated shall state that the proposed action is one of the purposed of the meeting and shall include the text of the proposed action. These regulations, and any amendments to these Regulations, may only be amended, revised, superseded or repealed by an affirmative vote of a majority of Directors at any meeting at which a quorum is present.
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