Amended and Restated Code of Regulations
North Coast Community Homes, Inc.
Adopted as of January 5, 2010
Article I.
Name and Purpose
The name of the Corporation and its purposes shall be as set forth in the
Articles of Incorporation filed with the Ohio Secretary of State and approved November
13, 1984 together with any Amendments approved by the members and filed with the
Secretary of State.
Article II.
Members
1. The Members of the Corporation shall be no more than thirty persons serving from
time to time as Trustees of the Corporation. Members shall be nominated by a
Committee on Trustees consisting of Members, or by petition signed by 25% of the
existing Members, which petition shall be submitted to the Committee on Trustees at
least seven days before a duly constituted meeting of the Board. Members shall be
elected by a majority affirmative vote of the existing Members present at a meeting called
for the purpose of the election of new Members, or by mail or electronic communication,
in accordance with the provisions of Article VII, Section 3 hereof. The Membership at all
times shall include representation of the community being served.
2. There shall be an Annual Meeting of the Members at least one time per year,
and such additional meetings as may be requested by the majority of Members.
Article III.
Trustees
1. All Members upon their election as Members, shall be elected to the Board of Trustees.
Upon the expiration of their term as Trustee, or early termination by resignation or
removal, their Membership shall also expire.
2. Trustees may be removed by a two-thirds majority vote at any regular or special
meeting of the Board of Trustees.
3. The Board of Trustees shall meet from time to time (but at least one time per
year) at the call of the person elected Chairperson, or, in the absence of the Chairperson,
by one of the Vice-Chairpersons, or at the call of a majority of Trustees. Written notice of
any meeting shall be mailed or delivered to all Trustees at least seven days prior to the
meeting, unless this requirement is waived. Attendance at the meeting will constitute a
waiver of notice.
4. Trustees shall be elected to a term of three years, and shall be assigned to one of
three classes having expiration dates in consecutive years such that approximately
one-third of the total number of trustees serve in each class. Beginning with the Class of
2000, no trustee may be elected to more than four consecutive terms, but may be
reelected following one year’s absence from the Board.
5. There shall be a special class of Trustees to be known as Trustees Emeriti. Each
individual must be a current or former Board member. They shall be elected to serve for
a five year term, and there shall be no term limit on their service. They shall have voice
but no vote, and shall not be counted as part of a quorum. The additional qualifications
for and responsibilities of the Trustees Emeriti shall be established from time to time by
the Board of Trustees.
6. There shall be a special class of Trustees to be known as Life Members. Each
individual must be a current or former Board member. There shall be no limit on their
term of service. They shall have all the rights and responsibilities of all Board members,
including voice and vote, and shall be counted as part of the quorum. Any additional
qualifications for and responsibilities of Life Trustees shall be established from time to
time by the Board of Trustees.
7. No employee or officer of the Corporation (other than a duly elected officer of
the Board of Trustees) may serve as a Trustee.
8. No persons constituting a group related by consanguinity or marriage shall
constitute a majority of the Board of Trustees.
9 . No Trustee may vote as to his or her removal from the Board, nor on any matter
directly affecting persons employed or to be employed by the Corporation and related to
the Trustee by consanguinity or marriage.
Article IV.
Officers
All executive power of the Corporation, including all authority set forth in Ohio Revised
Code Ch. 1720 shall exist in the Board of Trustees who shall elect from among
themselves a Chairperson, two Vice Chairpersons and a Secretary/Treasurer to serve a
maximum of three consecutive one year terms in any given office. The President and
Chief Executive Officer shall have voice, but no vote, at all meetings of the Board and its
Committees. The President may, at his or her discretion, appoint other staff members to
serve as Vice Presidents, subject to the approval of the Board. All actions of the Members
and/or Board of Trustees, including amendments of these regulations and/or Articles of
Incorporation, shall be by a majority vote.
Article V.
Executive Committee
There shall be an Executive Committee consisting of the Officers of the Board, the
President who may designate any other staff members to attend with voice, but no vote,
and the Chairpersons of all Standing Committees. The Board Chairperson may, at his or
her discretion, appoint up to three additional members of the Board to serve in an at-large
capacity. The Executive Committee shall convene at such times as deemed necessary by
the Chairperson, in consultation with the President.
Article VI.
Standing Committees
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There shall be established the following standing committees: Finance and Investment,
Resource Development, Property and Committee on Trustees.
Article VII.
Quorum, Attendance and Voting
Section 1. Quorum Forty percent of the duly elected and seated Trustees with voting
power must be in attendance at any meeting of the Board to constitute a quorum. Once a
quorum is established during the course of a meeting, such quorum shall be valid for all
action taken at that meeting following the time said quorum is established.
Section 2. Attendance via Electronic Communication. A Trustee may participate in a
regular or special meeting of the Board or of a Committee by telephone, video
conference, or other electronic means so long as all participants may simultaneously hear
one another during the meeting. A Trustee participating in such a manner is deemed to be
present in person at such a meeting.
Section 3. Voting via Mail and Electronic Communication. Except as may otherwise be
provided by law or the Articles of Incorporation, the voting at elections of Trustees and
upon all other matters required or permitted to be voted upon by Trustees may be
conducted by mail, telephone, e-mail, fax or other means of communication with the
same effect as voting at a meeting of the Trustees duly called and held at which a quorum
of the Trustees is present.
Article VIII. Indemnification
The Corporation shall indemnify all Trustees and employees for damages, litigation cost
and expenses arising out of the carrying out of their duties to the fullest extent allowed by
Ohio law.
Article IX.
Non-Discrimination
1. Service will neither be rendered nor denied on the basis of race, religion,
national origin, ancestry, sexual orientation, or gender.
2.
The Corporation will not discriminate, or otherwise base any matter
regarding employment, appointment or election as a Member of the Corporation, to the
Board of Trustees or as an officer, on the basis of race, religion, national origin,
ancestry, sexual orientation, or gender.
Article X.
Tax Exempt Status
The Corporation shall, at all times, take only such actions as are consistent with
maintaining the status of the Corporation as exempt from Federal taxation under Section
501(c)(3) of the Internal Revenue Code as it may be amended from time to time.
Adopted by a unanimous vote of 19 members of the-Board of Trustees present this eighth
day of January, 2008.
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