OHHN Code of Regulations
ARTICLE I – NAME AND PURPOSES
Section 1.01: Name of Corporation.
The name of the Corporation is Ohio Healthy Homes Network.
Section 1.02: Purposes.
This Corporation is formed for scientific, charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code and its regulations, as they now exist or as they may hereafter be amended, as follows:
To educate parents, property owners, housing contractors, public officials, the medical community and the general public concerning safety and environmental hazards including lead that threaten the health and welfare of children and adults and degrade the environmental quality of Ohio’s housing stock and the means, policies, and procedures for reducing or preventing the harm caused to children and adults by these pollutants
To monitor state and local agencies and programs responsible for regulating safety and environmental hazards in homes that affect children and adults;
To encourage the establishment of information and support networks for families whose homes are affected by safety and environmental hazards;
To serve as a clearinghouse for information and groups dealing with household safety and environmental hazards affecting children and adults;
To identify and develop resources for addressing the problems associated with household safety and environmental hazards that adversely affect habitability and affordability of homes.
Section 1.03: Seal.
There shall be no corporate seal.
5 Revised 1/12/2012
ARTICLE II – MEMBERSHIP
Section 2.01: Membership.
The members of this Corporation shall consist of individuals and organizations that support the mission of Ohio Healthy Homes Network and pay the dues which from time to time may be set by the Trustees.
ARTICLE III – TRUSTEES
Section 3.01: Number of Trustees.
The Board of Trustees shall consist of not more than fifteen (15) Trustees.
Section 3.02: Qualification of Trustees.
Trustees shall be members in good standing of Ohio Healthy Homes Network Coalition. Organizations may designate a member of their organization, who, if nominated and elected in accordance with this Code of Regulations, may serve as a Trustee.
Section 3.03: Term of Trustees.
The trustee shall at all times be divided, as nearly equal as possible, into three classes. For purposes of the first election only, each class shall be assigned a different term of one (1), two (2), or three (3) years. Thereafter the term of office of all Trustees shall be three (3) years, unless a member is elected to serve an unexpired term, resulting in the terms of one-third, or as near thereto as practical, of the Board to expire annually. A Trustee shall not serve for more than nine (9) consecutive years, including no more than two (2) consecutive three (3) year terms. At least one (1) year must elapse before a member is eligible for re-election to the Board. Each Trustee shall hold office until his or her successor is elected, or until his or her resignation, removal from office, or death.
Section 3.04: Nominations of Trustees.
At a meeting of members at which Trustees are to be elected, only persons nominated as candidates shall be eligible for election as Trustees, as required by Ohio Revised Code Section 1702.26.
Nominations shall be submitted in writing and must be received by the Secretary or delivered to the principal office of the Corporation at least two (2) weeks before the elections.
The person nominated must consent to serve as Trustee before the election.
Additional nominations may be made from the floor at the annual meeting provided the person nominated is present at the annual meeting and consents to serve as Trustee.
6 Revised 1/12/2012
Section 3.05: Election of Trustees.
At all elections of Trustees the candidates receiving the greatest number of votes shall be elected, as required by Ohio Revised Code Section 1702.29 and Section 1702.32.
Section 3.06: Vacancies.
If one or more vacancies occur(s) between elections, the remaining Trustees may, by vote of a majority of their number, fill any vacancy in the Board for the unexpired term in accordance with Ohio Revised Code Section 1702.29 and Section 1702.32.
Section 3.07: Powers of the Board of Trustees.
Except when the law, the Articles of Incorporation or the Code of Regulations provide otherwise, the Board of Trustees shall have and may exercise all of the powers of the Corporation, including, but not limited to:
Establishing committees and delegating responsibilities to committees; (3) selecting officers and delegating responsibilities to officers;
Implementing procedures to resolve conflicts or grievances;
Hiring and discharging the Executive Director;
Establishing policies governing the operation of the Corporation;
Determining and approving the mission, goals and plan of operation for the Corporation.
Section 3.08: Resignation or Removal of Trustees.
A resignation by a Trustee shall be in writing and shall be submitted to the Secretary. The Secretary shall present it to the Board of Trustees, or to the Executive Committee, if received during the interval between meetings of the Board. The resignation shall be effective as of the date it is submitted to the Board of Trustees or the Executive Committee. A Trustee may be removed from office, at any time, with or without cause, by an affirmative vote of two-thirds (2/3) of the Trustees present at an official meeting, the notice of which shall have specified the proposed removal.
The Board shall fill any vacancies on the Board as provided in the Code of Regulations.
Section 3.09: Secretary.
The secretary shall update records and lists in accordance with any resignation or removal and filling of vacancy.
7 Revised 1/12/2012
Section 3.10: Meetings of the Board of Trustees.
The Board of Trustees shall meet at least quarterly at the principal office of the Corporation, except as the Board shall otherwise determine.
Meetings of the Trustees may be called by the President or by any two (2) Trustees, as provided by Ohio Revised Code Section 1702.31.
Written notice of the time and place of each meeting of the Trustees shall be given to each Trustee either by personal delivery, mail, fax, or E-Mail, at least two (2) days before the meeting, as required by Ohio Revised Code Section 1702.31. Notice of 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, as provided by Ohio Revised Code Section 1702.31.
Section 3.11: Quorum.
A majority of the Trustees in office constitutes a quorum for a meeting of the Trustees.
Section 3.12: Votes.
At all meetings of the Board of Trustees, each Trustee shall have one (1) vote. Unless otherwise provided in these By-laws, a vote of a majority of the Trustees present at a meeting shall control.
Section 3.13: Waiver of Notice.
Notice of the time and place (and, in the case of a special meeting, the purpose or purposes) of any meeting of members or Trustees may be waived in writing, by any member or by any Trustee, either before, during, or after the meeting. However, any member or Trustee who attends the meeting without protesting lack of notice before or at the commencement of the meeting shall be deemed to have waived notice of such meeting.
Waivers of notice shall be filed with or entered upon the records of the meeting as required by Ohio Revised Code Section 1702.19.
Section 3.14: Action Without Meeting.
Any action which may be authorized or taken at a meeting of the Board of Trustees may be taken without a meeting with the affirmative vote or approval in writing signed by all of the Trustees. The writing shall be filed with or entered upon the records of the Corporation as required by Ohio Revised Code Section 1702.25.
Section 3.15: Compensation and Reimbursement for Expenses of Trustees.
Trustees shall receive no compensation for their time.
8 Revised 1/12/2012
Trustees may receive reimbursement for reasonable expenses incurred in carrying out the business of the Corporation insofar as the Board of Trustees authorized reimbursement for the particular expenses or the general type of expenses, either before or after the expenses are incurred.
ARTICLE IV – OFFICERS
Section 4.01: Election, Term.
The Board of Trustees shall elect a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be Trustees.
Other officers may be elected and delegated authority as deemed necessary by the Board of Trustees. Officers shall serve a term of one year and be elected at the first meeting of the Board of Trustees after each election of Trustees. Officers shall serve until his or her successor is elected, or until his or her resignation, removal from office, or death.
Section 4.02: President.
The President shall preside at all meetings of the Board of Trustees and of the membership. The Chairperson shall have the power and authority to represent the Corporation to sign contracts and other papers on behalf of the Corporation, to appoint Chairpersons and members of subcommittees, and to be spokesperson for Ohio Healthy Homes Network.
Section 4.03: Vice President.
The Vice President shall possess the power and shall discharge the duties of the President in the latter’s absence or disability.
Section 4.04: Secretary.
The Secretary shall keep the non-financial records of the Corporation and shall have the usual duties and powers of a Secretary of a non-profit corporation and such other duties as may be required by the membership or the Board of Trustees, including but not limited to the powers and duties to: keep correct and complete books and records as required by Ohio Revised Code Section 1702.15, including minutes of the proceedings of the incorporators, members, Trustees, and committees; cause notices of meetings to be prepared and delivered or mailed; present to the Board of Trustees or the Executive Committee communications addressed to the Corporation; and keep in good order contracts or other commitments of the Corporation and copies of notices sent to members or Trustees.
9 Revised 1/12/2012
Section 4.05: Treasurer.
The Treasurer shall be responsible for all funds of the Corporation and shall have the usual duties and powers of a Treasurer of a non-profit corporation and such other duties as maybe required by the membership of the Board of Trustees, including but not limited to the powers and duties to: care for, receive and give receipts for monies, deposit monies received in the name of the Corporation, and have charge of the disbursement of monies of the Corporation in accordance with directions of the Board of Trustees; enter or cause to be entered a complete and correct account of all monies received and disbursed by the Corporation; keep the financial records of the Corporation; furnish financial statements annually and at such other times as the Board of Trustees may request; and submit a financial report to the members of the Corporation at the annual membership meeting.
Section 4.06: Duties Upon Leaving Office.
The duties of an officer upon leaving office shall include but not be limited to turning over to his or her successor or to the President, in good order, the records and other property of the Corporation which he or she has kept in his or her custody.
Section 4.07: Vacancy.
If a vacancy occurs, the Trustees shall elect an officer to fill the vacancy. In the temporary absence or disability of an officer, the Executive Committee shall have authority to designate a person to act in place of an officer.
Section 4.08: Removal.
Any officer may be removed, at any time, with or without cause, by an affirmative vote of a majority of the Trustees present at an official meeting, the notice of which shall have specified the proposed removal, as provided by Ohio Revised Code Section 1702.34.
ARTICLE V – COMMITTEES
Section 5.01: Executive Committee and Other Committees.
The Board of Trustees shall create an Executive Committee and such other committees as it may from time to time deem appropriate.
All committees shall be subject to the provisions of Ohio Revised Code Section 1702.33.
Section 5.02: Members of Committees.
The Executive Committee shall be comprised of the President, Vice-President, Secretary and Treasurer.
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All other committees shall consist of one or more Trustees appointed by the Board. The Board of Trustees may also appoint one or more non-Trustee as a member of any committee provided that at all times Trustees shall constitute the majority of each committee. The Chairperson of each committee shall be designated by the President of the Board of Trustees.
Section 5.03: Authority of Committees.
The Executive Committee shall have authority to act in the intervals between meetings of the Trustees to the extent determined by the Board of Trustees, in general or in particular, and in emergencies where there is a pressing need for immediate action.
All other committees shall have such authority as the Board of Trustees may delegate. Any committee may act by a majority of its members at a meeting, or by a writing signed by all its members, or by telephone if all persons participating can hear each other, as provided by Ohio Revised Code Section 1702.33.
Any act or authorization of an act by any committee, within the authority delegated to it, shall be as effective as the act or authorization of the Board of Trustees, as provided by Ohio Revised Code Section 1702.33.
ARTICLE VI – AMENDMENT OF CODE OF REGULATIONS
Section 6.01: Power to Amend Code of Regulations.
The Code of Regulations may be amended by an affirmative vote of two-thirds (2/3) of the Ohio Healthy Homes Network Trustees present at an official meeting, the notice of which shall have been sent to each Trustee in accordance with Section 6.02.
Section 6.02: Notice of Amendments of Code of Regulations.
A copy of any proposed change in the Code of Regulations must be sent to all Ohio Healthy Homes Network Trustees at least two (2) weeks prior to the meeting at which the vote shall be taken to adopt or reject it, together with notice as to the time and place of the meeting where the vote will be taken.
ARTICLE VII – MISCELLANEOUS
Section 7.01: Fiscal Year.
The fiscal year shall be the calendar year.
11 Revised 1/12/2012
Section 7.02: Execution of Documents.
All contracts, leases, notes, checks, or other obligations authorized by the Board of Trustees shall be signed on behalf of the Corporation by the Chairperson and one other Trustee, except as the Board of Trustee shall otherwise determine, generally or in particular cases.
Section 7.03: Indemnification.
In the event that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses(including attorney fees), and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement, incurred by him or her in connection with such action, suit or proceeding by reason of the fact that such person is or was a Trustee or officer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Director, Officer, Employee, or Agent of another corporation (domestic or foreign, nonprofit of for profit) partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by a court; the Corporation shall determine or cause to be determined in the manner provided in Section 1702.12 (E) (4) of the Revised Code of Ohio whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards or conduct set forth in divisions (E) (1) and (E) (2) of Section 1702.12 of Revised Code of Ohio and, to the extent that it is so determined that such indemnification is proper, the person claiming indemnification shall be indemnified.
Section 7.04: Insurance.
The Corporation, to the extent permitted by Chapter 1702 of the Ohio Revised Code, may purchase and maintain insurance on behalf of any person who is or was a Trustee or Officer of the Corporation, or is or was serving at the request of the Corporation as Trustee, Director, Officer, Employee or Agent of another corporation, (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise.