CODE OF REGULATIONS
ARTICLE I
Creative Housing Inc. Columbus, Ohio
SECTION 1 NAME. The name of this Corporation shall be Creative Housing, Inc.
SECTION 2. Office.The principal office of the Corporation shall be located in Franklin County, Ohio.
ARTICLE II
PURPOSE
SECTION 1. Consistent with its purpose set forth in its Articles of Incorporation, the purpose of this Corporation shall be to develop, operate, and maintain dwellings and provide affordable housing in FranklinCounty or other counties for occupancy by persons with disabilities or other persons. The Corporation shall be operated exclusively for charitable purposes and not for profit.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership. For the purpose of any statute or rule of law now or hereafter in effect, the Trustees of the Corporation shall be the only members of the Corporation and shall have all the rights and privileges of members. The Trustees of the Corporation shall be deemed to be serving as volunteers for the purposes of indemnification.
SECTION 2. Membership Record. The Corporation shall keep official records containing the name and address of each member, the date of admission to membership, and in the event of classifications of member, the class to which he or she belongs.
ARTICLE IV
POWERS AND DUTIES OF THE BOARD OF TRUSTEES
SECTION 1. Governing Powers. Except where the law, the Code of Regulations, or the ByLaws otherwise provide, the property and affairs of the Corporation shall be governed and controlled by a Board of Trustees and such officers and agents as they shall from time to time duly elect and appoint.
SECTION 2. Duties of the Board. The duties of the Board of Trustees shall include, without limitation:
a.To determine and approve the, mission, goals and plan of operation for the Corporation;
b.To establish policies governing the operation of the Corporation;
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c.To establish a schedule of meetings and reports as may be necessary or helpful to the Board to reasonably assure itself that the policies and programs of the Corporation are being implemented as planned;
d.To select and designate the President to serve as Chief Executive Officer of the Corporation, delegate the authority and responsibility of such officer, annually evaluate his or her performance and determine the annual salary and other compensation of the President;
e.To evaluate at least annually the extent to which the goals of the Corporation have been achieved;
f.To assure itself that the resources of the Corporation are being efficiently utilized to provide quality services.
g.To review, approve, monitor and, if necessary, amend the annual budget as submitted by the CEO.
ARTICLE V
NUMBER AND ELECTION OF TRUSTEES
SECTION 1. Number of Trustees. A total of nine (9) Trustees shall be permitted to serve concurrently
SECTION 2. Election of Trustees. Trustees shall be elected by the membership of the Board of Trustees
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SECTION 3, Term of Office. At the first election of Trustees by the members after incorporation, three Trustees shall be elected for one year each; three Trustees shall be elected for two years each; and three Trustees shall be elected for three years each. Thereafter, at each annual meeting of members for the election of Trustees, each successor to the Trustees whose terms shall expire in that year shall be elected to serve for a three year term and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office, or death. Effective April 2010 and going forward Board members may be elected to a maximum of three 3 year terms. The Board in extraordinary circumstances may re-elect a trustee to a fourth three year term.
SECTION 4 Qualifications of Trustees. Members of the Board of Trustees shall be composed of individuals who reside within the state of Ohio. No person shall be eligible for membership of the Board of Trustee if he or she is an employee of the Corporation.
SECTION 5. Compensation. A Trustee shall not be entitled to receive compensation, either directly or indirectly, for his or her service to the Corporation. "Compensation" does not include actual and necessary expenses that are incurred by the Trustee in connection with the services that he or she performs for the Corporation and that are reimbursed to the Trustee or otherwise paid.
SECTION 6. Removal. A Trustee may be removed from office, with or without cause, only by the vote of a majority of the Trustees of the Corporation. The Trustee subject to removal shall not be permitted to vote. In case of any such removal, a new Trustee may be elected at the same meeting for the unexpired term of each Trustee removed. Failure to elect a Trustee to fill the unexpired term of any Trustee removed shall be deemed to create a vacancy in the Board.
SECTION 7. Vacancies. The remaining Trustees, though less than a majority of the authorized number of Trustees, may, by the vote of a majority of their number, fill any vacancy on the Board for the unexpired term.
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ARTICLE VI
MEETING OF THE BOARD OF TRUSTEES
SECTION 1. Meetings. The Trustees shall hold meetings as may from time to time be called. Meetings of Trustees may be called only by the Chairman of the Board, the ViceChairman of the Board, the President or any two Trustees. All meetings of Trustees shall be held at the principal office of the Corporation in Columbus, Ohio, or at such other place within or without the State of Ohio, as the Trustees may from time to time determine by a resolution. Meetings of the Trustees may be held through any communications equipment if all persons participating can hear each other. Participation in a meeting pursuant to this provision shall constitute presence at such meeting.
SECTION 2. Annual Meeting. The annual meeting of the Board shall be the regular meeting held in January. The election of officers and members of the Board of Trustees shall take place at the Annual meeting.
SECTION 3. Notice of Meeting. Notice of the time and place of each meeting of Trustees for which such notice is required by law, the Articles or the ByLaws shall be given to each of the Trustees by at least one of the following methods:
a.By a writing mailed not less than two days before such meeting and addressed to the residence or usual place of business of a Trustee, as such address appears on the records of the Corporation; or
b.By telegraph, cable, radio, wireless, or a wiring sent or delivered to the residence or usual place of business of a Trustee as the same appears on the records of the Corporation, not later than the day before the date on which such meeting is to be held; or
c.Personally or by telephone not later than the day before the date on which such meeting is to be held.
The method of giving notice to all Trustees need not be uniform. Notice of any meeting of Trustees may be given only by the Chairman of the Board, the ViceChairman of the Board, the President or the Secretary of the Corporation or by the Trustees calling the meeting. Any such notice need not specify the purpose or purposes of the meeting. Notice of the adjournment of a meeting of Trustees need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
SECTION 4. Waiver of Notice. Notice of any meeting of Trustees may be waived in writing, either before or after the holding of such meeting, by any Trustee, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Trustees in office shall constitute a quorum for filling a vacancy in the Board. The act of a majority of the Trustee present at a meeting at which a quorum is present is the act of the Board, except as otherwise provided by law, the Article or the ByLaws.
ARTICLE VII
OFFICERS OF THE BOARD
SECTION 1. Designation of Officers. The officers of the Board shall consist of Chairperson , ViceChairperson, Secretary, and a Treasurer who shall be elected from among the membership of the Board of Trustees
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SECTION 2. Election, Term and Removal. The officers of the Board shall be elected by a majority vote of the Board of Trustees at the annual meeting. The officers shall serve a term of one (1) year beginning with the first day of the month following election. An officer can be removed from office at any time, with or without cause, by a majority vote of the Trustees then in office.
SECTION 3. Duties of Board Chairman. The Chairman of the Board shall preside at all meetings of the Board. He or she shall be an ex officio member of all committees of the Board, and shall, in addition, exercise such authority and perform such duties as the Board may from time to time assign.
SECTION 4. Duties of Board ViceChairman. The ViceChairman of the Board shall perform all duties of the Board Chairman in his or her absence or inability to perform the duties of office. He or she shall perform such other duties as the Board may from time to time direct.
SECTION 5. Duties of Secretary. The Secretary shall keep, or cause to be kept, minutes of all proceedings of the Board of Trustees, and shall make proper record of the same which shall be attested by him or her
SECTION 6. Duties of Treasurer. The Treasurer shall keep or cause to be kept an accurate record of all financial transactions of the Corporation; maintain a depository for all money, bills, notes, deeds, leases, and similar property belonging to the Corporation; and shall do with the same as may from time to time be required by the Board of Trustees. He or she shall perform such other and further duties as may from time to time be required of him or her by the Board or the President.
The Chief Financial Officer of the corporation shall serve as Assistant Treasurer and shall assume responsibility for financial record keeping as delegated by the Board and Treasurer.
ARTICLE VIII
BOARD COMMITTEES
SECTION 1. Committee of Trustees. The Trustees will create an Executive, Finance , Nominating Committee and additional committees as the Board may time to time see fit. The Trustees, may delegate to such committees any of the authority of the Trustees.
The Trustees may appoint one or more trustees as alternate members of any such committee, who may take the place of any absent member or members at any meeting of such committee.
Such committees shall serve at the pleasure of the Trustees, shall act only in the intervals between meetings of the Trustees, and shall be subject to the control and direction of the Trustees. Each of such committees shall act by a majority of its members. Meetings of the committees may be held through any communications equipment if all persons participating can hear each other. Minutes of all committee meetings will be provided to the entire Board of Trustees.
Any act or authorization of an act by such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Trustees. Notice of the time and place of each meeting of any committee of the Trustees shall be given to each of its members by at least one of the methods specified in Article VI, Section 3 hereof. A meeting of any such committee of the Trustees may be called only by the Chairman of the Board, the ViceChairman of the Board, President, or by a member of such committee.
ARTICLE IX
PRESIDENT AND EMPLOYEES
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SECTION 1. President. The Board shall, by majority vote, elect or appoint, and employ a President who shall serve as the Chief Executive Officer of the Corporation. In the event that the President is incapacitated or unreachable the Chief Financial Officer shall assume the President’s duties until such time as the Board makes a temporary or full time appointment to the President’s position..
SECTION 2. Duties of the President. The President shall be the Chief Executive Officer of the Corporation and shall provide the leadership necessary to carry out the purposes of the Corporation as outlined in Article II. The President shall have such duties and powers as may be granted to him or her by the Board and his or her authority shall be limited to the extent authorized by resolutions or policies of the Board. The President is the only employee who is directly accountable to the Board. The authority and responsibilities of the President shall include, without limitation:
a.Carrying out the policies of the Board and advising the formation of these policies.
b.Preparing an annual program plan and budget for Board approval, showing the expected revenue and expenditure required to implement the plan;
c.Managing the Corporation's finances and making expenditures of funds in accordance with Board policies;
d.Selecting, employing, controlling, and discharging employees of the Corporation, ; assigning duties and determining the salaries of such employees in accordance with policies, standards and compensation scales adopted by the Board;
e.Signing contracts or legal documents on behalf of the Corporation as authorized by resolution or policies approved by the Board;
f.Preparing periodic reports for the Board reflecting the professional services and financial activities of the Corporation as may be required by the Board; and
g.Serving as a liaison and channel of communications between the Board and contract or affiliated agencies.
ARTICLE X
FISCAL MANAGEMENT
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be from January 1 through December 31 of the same year.
SECTION 2 Audit. It shall be the responsibility of the Board to have the accounts of the Corporation reviewed or audited each fiscal year based upon the requirements of funding organizations. The Board will appoint a public accountant for this purpose.
ARTICLE X1
VOTING
SECTION 1. Each member of the Board shall have one vote. A simple majority of those present and voting, at any duly called meeting of the Board at which a quorum is present, will decide all matters.
SECTION 2. A Trustee shall abstain in a vote on a matter directly affecting persons employed ,to be employed, by the Corporation or providing contracted good and services and related to the Trustee by consanguinity or marriage.
ARTICLE XII
INDEMNIFICATION AND INSURANCE
In accordance with and subject to the provisions, limitations and restrictions set forth in Section 1702.12 of the Ohio Revised Code, the Corporation shall indemnify and agree to indemnify its Trustees, officers, employees, managers, agents and volunteers, (the “Indemnified Parties”), who were, are, or shall become, or are threatened to become a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding by virtue of the indemnified parties serving in any capacities for and on behalf of the corporation. The Corporation shall be further authorized to purchase and maintain insurance or other security for or on behalf of the Indemnified Parties for any of the indemnification obligations of the Corporation authorized by this Article.
ARTICLE XIII
AMENDMENTS
SECTION 1. These ByLaws may be amended by a majority vote of those members present and voting at any duly called meeting of the Board or without a meeting by a written consent of not less than twothirds of the members of the Corporation.
ARTICLE XIV
PROHIBITIONS
SECTION 1. Discrimination.The Corporation will not render or deny services on the basis of race, color, religion, national origin, ancestry, or handicap. The Corporation will not discriminate or otherwise base any matter regarding employment, election to the Board of Trustees, or to any office on the basis of race, color, religion, national origin, ancestry, sex, or handicap.
Revised: April 20, 2010
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