BYLAWS

Revision No. 13, 1 December 2014

ARTICLE I. NAME
The name of this organization shall be: “THE EAST END AREA COUNCIL OF CINCINNATI, OHIO, Inc.”, an Ohio not-for-profit corporation. Said organization is referred to herein as the “East End Area Council” or as “the Council”.

ARTICLE II. BOUNDARIES
The East End Area is bounded on the west by a line extending from Columbia Parkway due south to the Ohio River that transects the point where Riverside Dr. begins. The northern boundary is the center Line of Columbia Parkway beginning at this western boundary extending to Delta Avenue, then north along the center line of Delta Avenue to Kroger Avenue, then easterly to the intersection of Eastern Avenue and Wortman Avenue south to the mouth of the Little Miami River at the Ohio River, which is the southern boundary of The East End Area.

ARTICLE III. PURPOSE
This Council is an organization through which residents, neighborhood groups, business owners and others interested in the East End Area may plan and promote actions and activities to address community needs, services and growth. The purpose is:
• To promote better relationships among residents living in the East End Area.
• To develop and promote a feeling of group cooperation in the community.
• To address the social welfare needs of the community.
• To promote discussion of, and action on, matters of community interest and importance.
• To bring educational, economic, and cultural opportunities to the residents of the community and to encourage and facilitate participation in these activities.
• To promote the economic development and well being of the community.

ARTICLE IV. MEMBERSHIP
Membership is open to any person over eighteen (18) years of age who is a resident, business owner, or property owner in the East End Area with an interest in the purpose of the organization.

SECTION 1.  Voting Members
Voting privileges will be extended to all members effective after attending one regular or special meeting of the East End Area Council within a 12 month period. The Secretary will be responsible for retaining the member sign-in sheets for each regular meeting as proof of attendance.

SECTION 2. Removal and Suspension of Voting Privileges
Members may, at the discretion of the council, be suspended or removed for behavior which the council determines to be detrimental to the council or to the community.  Such behavior includes, but is not limited to, disrupting meetings, harassing other members, theft, or misrepresentation. Any member may be suspended for one meeting by a 2/3 vote. A member may be removed for the period not to exceed one year if the member is suspended for a second time, or if the council determines at a second regular meeting by a 2/3 vote, that the member’s behavior is sufficiently egregious as to warrant removal.
A member who has been suspended or removed cannot vote except that a suspended member may vote on the issue of whether he/she shall be removed from membership.
Officers can only be suspended or removed under Article V. Section 3; members subject to suspension or removal shall have the right to vote on the issue of whether or not he/she shall be suspended or removed.

ARTICLE V. OFFICERS AND DUTIES
Any member is eligible to hold office or chair a Council committee. All officers and committee chairs must be members in good standing of the East End Area Council. The officers of this organization shall be: President, Vice President, Secretary, Treasurer and the NSP Manager.

SECTION 1. Officers
President
:
The president shall preside at all Council meetings, regular or called, shall serve as ex-officio member of all committees (except the Nominating and Election committee), shall appoint all committee chairpersons (except the Nominating and Election Committee, the Community Relations Committee, and the Community Development Committee), shall call all Executive Board Meetings, shall delegate tasks to other officers and committees, shall compile and oversee the meeting agendas, and shall interpret and see that the Bylaws and Robert’s Rules of Order are followed.

Vice President: The Vice President shall serve in the capacity of the President in the President’s absence. In the event of the President’s impeachment, death or resignation, the Vice President shall automatically become President. The Vice President shall contact meeting speakers at the President’s request.

Secretary: The Secretary shall take minutes of all East End Area Council meetings and Executive Board meetings and shall be responsible for all records of Council business, membership sign-in records, committee reports and other important records. Council minutes shall be recorded and read or distributed for approval at the next meeting.
The Secretary shall manage mail for the East End Area Council and ensure that it is handed to the appropriate member of the Executive Board. In addition, the Secretary shall carry on correspondence as directed by the President or by the membership of the East End Area Council. All verbal and written correspondence must first be approved by the President. The Secretary shall maintain copies of all incoming and out-going correspondence.

Treasurer: The Treasurer shall be responsible for all incoming monies directed to the East End Area Council and their deposit into the appropriate East End Area Council account. In addition, the Treasurer is responsible for the issuance of all checks for duly authorized obligations of the Council as set forth in the budget. All records shall be kept in a ledger available for review by members and for the yearly audit. The treasurer shall provide the NSP Manager with copies of all invoices and checks related to NSP reimbursable funds for its report to the NSP.
NSP: The Neighborhood Support Program (NSP) may be a committee of one called the NSP Manager. This committee shall supervise project work falling under NSP funding, shall facilitate and coordinate proposals for next year’s NSP monies, shall attend training sessions when available, and shall provide periodic written progress reports to the East End Area Council.

SECTION 2. Guidelines for Holding Office
Guidelines for holding office include:
• Any officer may run for re-election to office.
• No officer can hold more than one office.

SECTION 3. Suspension And Removal From Office
An officer may be removed from office by either of the following methods:
A. If the Executive Board rules by a two-thirds vote that any officer is failing to act in the best interest of the Council, said officer shall be impeached. In that event, a designee of the Executive Board shall make a written report setting forth the particular reasons for the impeachment of said officer which shall be on the agenda of the next regular meeting of the East End Area Council. At that regular meeting, a representative of the Executive Board shall present the reasons for the Executive Board’s recommendation of impeachment and the officer subject to impeachment shall be given the opportunity to respond. At that time, a vote of the membership shall be taken by secret written ballot, and the officer shall be removed if the membership determines by a vote of 2/3 that the officer shall be removed.
B. Any member may recommend the impeachment of any officer at a regular meeting of the East End Area Council. That recommendation shall not proceed unless the membership determines by a vote of 2/3 that the officer has failed to act in the best interest of the East End Area Council. If 2/3 so determine, a member shall make a written report setting forth the particular reasons for the impeachment of said officer. At the next regular meeting, a representative of the impeachment of said officer shall present the reasons for the recommendation of impeachment and the officer subject to impeachment shall be given the opportunity to respond. At that time, a vote of the membership shall be taken by secret written ballot, and the officer shall be removed if the membership determines by a vote of 2/3 that the officer shall be removed.
C)   Suspension: The Executive Board may, by a 2/3 vote, suspend any officer for up to two (2) months if it finds that an officer is failing to act in the best interest of the East End Area Council. At the end of two (2) months the officer shall be restored to his or her office unless he or she has been removed by the membership of the East End Area Council.
D) Miscellaneous: Behavior which is not in the best interest of the East End Area Council shall consist of serious misfeasance or malfeasance such as, but not limited to misrepresentation, theft, or willful neglect of duty. Any officer or committee chairperson who has been removed from office shall not be eligible to hold office or committee chairmanship for a full three (3) years.
Any officer subject to suspension or removal shall have the right to vote at any meeting of the Executive Board or the general membership at which his/her suspension or removal is being considered.
Upon suspension or removal the officer so sanctioned shall immediately cease performing the duties of the office from which he/she has been suspended or removed and shall immediately deliver to a designee of the Executive Board any and all property in his/her possession belonging to the East End Area Council.

SECTION 4. Resignation
Resignation from any office or committee chair shall be presented to the Secretary in writing – all books and material shall be turned into the Secretary at that time.

ARTICLE VI. MEETINGS
SECTION 1. Regular Meetings
Regular meetings will be held on the first Monday of each month at 7:00 pm at a location designated by the President at the previous meeting. Should the first Monday fall on a holiday weekend, the meeting will be held the following Monday.

SECTION 2.  Special Meetings
Special meetings may be called at the discretion of the President or by the direction of three members of the Executive Board. Notification must be provided with as much advance notice as possible and every good faith effort made to inform all voting members of the special meeting.

SECTION 3.  Quorum
The quorum for the East End Area Council shall be ten (10) members. The quorum for the  Executive Board shall be five (5) members.

ARTICLE VII.  EXECUTIVE BOARD
The Executive Board shall consist of elected officers, and chairpersons for all Standing Committees.

SECTION 1. Responsibilities
The Executive Board shall recommend policy to the Council, shall have general supervision of the affairs of the Council between its regular meetings, and shall propose a budget in November to be presented to the East End Area Council for consideration and revision, and to then be voted on in December. In addition, the Executive Board shall identify and oversee fund-raising and community-wide efforts to improve the quality of life and appearance of the East End. The Executive Board is subject to the orders of the Council and none of its acts shall conflict with action taken by the Council.

SECTION 2.  Vacancies
Vacancies in any elective office shall be filled by the Executive Board for the interval until the next annual election.

SECTION 3. Meetings
The Executive Board shall meet as needed by the demands of the East End Area Council business. Members missing three (3) meetings during a twelve (12) month period may be removed from office under Article V, Section 3.

ARTICLE VIII. COMMITTEES AND THEIR DUTIES
There shall be the following Standing Committees which are required to give written monthly progress reports. One copy shall be submitted to the Secretary at the Executive Board Meeting and a second copy kept for the committee file to be turned in at the end of each year. The Standing Committees will coordinate their efforts and activities as directed by the Executive Board.

Community Relations: The Community Relations Committee shall be responsible for publication and distribution of the community newsletter. In addition, the Community Relations Committee will be responsible for any social activities, outreach and educational programs carried out   on behalf of the East End Area Council in the neighborhood it serves.

Community Development: The Community Development Committee shall monitor and oversee projects within the purview of development plans endorsed by the East End Area Council. In cooperation with the City of Cincinnati Liaison, it shall develop and forward to the East End
Area Council responses to the City of Cincinnati requests for input on development and zoning matters. It shall also identify and encourage new developments that will enhance the value and quality of living in the East End. In addition, the committee will identify and oversee projects to improve the environment and appearance of the East End. The scope of work planned by the Community Development Committee shall be presented to the Executive Board for approval.

City of Cincinnati Liaison: The City of Cincinnati Liaison may be a committee of one. This committee will remain informed and current on any and all City and area–wide matters affecting the East End including but not limited to zoning, planning, transportation, and development and  communicate these matters to the Executive Board as needed but at least monthly.

Columbia-Tusculum Liaison: The Columbia-Tusculum Liaison may be a committee of one. This committee will act as the liaison between the East End Area Council and the Columbia-Tusculum Community Council, working to increase communication and cooperation in activities and goals. This committee shall communicate these matters to the Executive Board as needed but at least   monthly.

ARTICLE IX. ELECTIONS
SECTION 1.  Nominating and Election Committee
• A Nominating and Election Committee consisting of not fewer than three (3) members of the Council shall be named to nominate candidates for election to office for the ensuing year beginning January next.
• The Nominating and Election Committee shall elect a chairperson from among its members.
• The Nominating and Election Committee shall make diligent effort to nominate one or more qualified Members of the Council for each office and shall obtain the consent and commitment to serve of each person nominated.

SECTION 2. Calendar and Responsibilities for the Nominating Process
August
– President appoints Nominating and Election Committee.
November – A Nominating and Election Committee shall submit a written report of nominations to the Council at the regular meeting of the Council. After accepting the report of the Nominating and Election Committee, the President shall ask whether there are additional nominations from the Floor. To be valid, each nomination from the Council must have the   acceptance and commitment to serve stated by the nominee orally, if the nominee shall be present, or in a written statement of the nominee, if the nominee shall be absent.
December – The Nominating and Election Committee shall oversee the election of officers and their installation. New officers shall be installed the same night as elections are held.
New Officers will be sworn in by publicly confirming they will fill their positions to the utmost of their abilities in accordance with the Bylaws. The swearing will be led by the current President or another current officer if the President is unavailable.
January – As early as possible, all books, files, and information from old officers shall be transferred to new officers at the next Executive Board meeting after the election of new officers.

SECTION 3.  Elections Procedure
The Nominating and Election Committee shall prepare a written ballot to be used for the election of officers at the December meeting. All members of the East End Area Council who are in good standing shall be eligible to vote. The chairman of the Nominating and Election  Committee shall supervise the conduct of the election which shall be by secret written ballot. All ballots shall be counted by members of the Nominating and Election Committee in public during the meeting. In the event that there is a dispute as to whether a ballot has been properly cast, that dispute shall be resolved by a majority vote of the Nominating and Election Committee. The Secretary of the Council shall have the Council’s membership records, in current form, present at the December meeting. In the event that there is a dispute as the eligibility of a member to vote, that dispute shall be resolved by a majority vote if the Council. All ballots will be destroyed after the conclusion of the election.

No election may be conducted unless a quorum is present. In the event that no quorum is present, the current officers of the Council shall keep their offices until the next regular meeting of the Council, at which an election shall be conducted as set forth herein.

ARTICLE X. ANNUAL AUDIT
There shall be an audit of all financial records of the East End Area Council in the month of January of each year. This audit shall be done by some person outside the Council. Copies of the audit report shall be made available at the regular meeting of the Council in March of each year.

ARTICLE XI.  AMENDMENTS OF BYLAWS
Amendments to these Bylaws may be proposed at any regular meeting of the East End Area Council. If the proposed amendments are approved by a two-thirds (2/3) vote, notice shall be published that amendments to the Bylaws will be voted upon at the next general meeting of the East End Area Council. The proposed amendments shall be considered at said general meeting, and shall be adopted if approved by a two-thirds (2/3) vote.

Article XII.  MISCELLANEOUS PROVISIONS
1) All expenditures or withdrawals from the East End Area Council’s banking accounts shall require the original signature of no less than two officers;
2) The banking records of the East End Area Council shall be made reasonably available to its members for review. It shall be considered reasonable to have the records for the current fiscal year available for review at the time of a regular meeting of the Council upon a written request made no less than fourteen (14) days before such general meeting;
3) Except as provided herein, committee members shall serve at the pleasure of the committee’s chairperson;
4) Proxy voting is not permitted. Members must be physically present to vote at a meeting.

ARTICLE XII. BYLAWS
The Bylaws of the East End Area Council shall at no time conflict with the laws of the City of Cincinnati, the State of Ohio or the Constitution of the United States of America.

ARTICLE XIV.  PARLIAMENTARY AUTHORITY
These Bylaws shall govern the East End Area Council. “Roberts’ Rules of Order Newly Revised” (RONR) shall govern all areas not covered by the East End Area’s Bylaws.

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