NEW CONSTITUTION
of the
MT. WASHINGTON COMMUNITY COUNCIL, INC.
(formerly known as Mt. Washington Civic Association, organized
February 14, 1925; Constitution amended April, l968; December,
l980; April, 1998)
ARTICLE I
Section 1.
The name of this organization shall be the Mt. Washington
Community Council, Inc. (hereinafter referred to as "MWCC").
Section 2.
The territorial boundaries of the MWCC are the boundaries
of Mt. Washington as defined by the city of Cincinnati.
ARTICLE II
Purpose of Organization
Section 1.
MWCC is a non-sectarian, non-partisan organization
the purpose of which is to give the residents of Mt. Washington
a venue to address and resolve issues pertaining to the quality
of life in this community, and to provide a forum to allow them
to communicate their opinions. This purpose is to be accomplished
by enlisting the participation of individuals, groups and organizations
dedicated to maintaining the high community standards of Mt. Washington
and its residents. The MWCC is a 501c(4) organization and will
abide by the rules governing 501c(4) organizations.
Section 2.
MWCC funds and/or income therefrom shall be used solely
for charitable, civic or educational purposes and shall not directly
or indirectly benefit any individual shareholder, member, director,
officer of the corporation, or any private person, except that
reasonable compensation may be paid for services rendered to or
for the MWCC and it may reimburse private persons, officers, directors
or members for personal expenditures made on behalf of the MWCC.
ARTICLE III
Membership
Section 1.
There shall be two classes of membership in the MWCC
– Voting and Non-Voting. Any individual who is eighteen (18) years
or older and who subscribes to the aims and purpose of MWCC qualifies
for membership.
a.) Voting members shall be any of the following located within
the boundaries of Mt. Washington:
• resident of Mt. Washington,
• non-resident property owner or agent thereof,
• non-resident business owner or agent thereof,
• organization within the boundaries of Mt. Washington.
b.) Non-voting members shall be any individuals who subscribe
to the aims and purposes of the MWCC, but who do not meet any of
the criteria listed in Article III, Section 1(a). Non-voting members
shall not hold office or serve as committee chairs.
Section 2.
Membership shall span one calendar year – January through
December. Membership is activated upon payment of established dues.
New members joining in January - June shall pay the full annual
dues and those joining in July – December shall pay one-half (1/2)
the annual dues.
Section 3.
Each active voting membership is entitled to one (1)
vote. Members must be in attendance at a regular or special meeting
of the MWCC to vote. Proxy voting is not allowed.
Section 4.
Voting on allocation of Neighborhood Support Program
(NSP) funds shall be open to all residents of Mt. Washington whether
or not they are members of MWCC.
Section 5.
Annual MWCC membership dues for the next calendar year
may be changed upon recommendation of the Board of Directors and
adoption by the general membership at or prior to the regular meeting
in November.
Section 6.
Any group of at least five voting member residents
of Mt. Washington may require a special vote of the membership
in which only residents of Mt. Washington may vote to determine
whether persons other than neighborhood residents shall continue
to have voting privileges.
Section 7.
Membership in the MWCC shall be open to any qualified
person regardless of race, age, gender, religion, national origin,
choice of residence, or sexual preference.
ARTICLE IV
Meetings
Section 1.
All regular membership meetings of MWCC will be held
monthly on a day, and at a time and place mutually agreed upon,
by the board and members.
Section 2.
In an emergency, the Board of Directors, by a majority
vote, is empowered to change the day, time and place of the next
upcoming membership meeting. The general membership must approve
any other changes in time and place of meetings. In any case, reasonable
notice shall be given to the membership.
Section 3.
The membership meeting held in February shall be known
as the Annual Meeting. The general membership shall elect the incoming
Board of Directors at this meeting, receive annual reports from
officers and committees and conduct any other business which might
arise.
Section 4.
Special membership meetings may be called by the President,
or five (5) members of the Board of Directors, or upon written
request to the Board of Directors of eight (8) members, not including
Directors, stating the purpose of the meeting. At least ten (10)
days notice of the date, time, place and purpose of the meeting
shall be given to the membership prior to the special meeting.
Section 5.
A quorum for regular and special meetings shall consist
of ten (10) voting members in good standing, excluding members
of the Board of Directors. However, no membership meeting shall
occur without at least two (2) members of the Board of Directors
being present.
ARTICLE V
Board of Directors, Officers and Duties
Section 1.
The MWCC Board of Directors shall consist of nine (9)
members elected by the voting membership of the MWCC. Only active
voting members of the MWCC shall be qualified to be a director.
Section 2.
The Board of Directors conducts the business of the
MWCC on behalf of the Membership, in keeping with all Articles
of this Constitution and any standing rules approved by the MWCC.
To the greatest extent practical, the Board shall permit the membership
to vote on all significant issues.
The Board shall report to the Membership no later than the next
membership meeting, all significant business conducted on behalf
of Membership: including, but not limited to: Motions passed, Appointments
made, Policies and Commitments entered into, and Expenditures approved.
Membership may ratify, modify or rescind any such Board actions;
furthermore Membership is empowered to direct the Board to carry
out initiatives which are the will of Membership.
Section 3.
Three directors shall be elected by the voting membership
at each Annual Meeting and shall serve for a term of three (3)
years or until their successors are elected. Members elected to
the Board of Directors shall assume their duties at the next Board
of Directors meeting.
When a vacancy occurs on the Board of Directors, the Board of
Directors shall appoint a qualified member to fill the vacancy,
subject to the approval of the membership at the next membership
meeting. No director shall serve for more than two (2) consecutive
three (3) year terms.
Section 4.
Membership may initiate the removal of a
director by motion at a membership meeting. Upon a motion to remove
a Director, said motion will automatically be tabled until the
next monthly membership meeting. The Board shall notify the Director
in writing of the motion to remove, at least ten (10) days prior
to the next monthly membership meeting. The Director shall then
be given the opportunity to present a defense to the motion to
remove prior to the membership vote. A Director will be removed
from office by a two-thirds (2/3) vote of the membership present.
Section 5.
The Board of Directors shall meet monthly prior to
the monthly membership meeting. Five (5) Board members shall constitute
a quorum. At any Board meeting, a quorum must be present before
the conducting of any business. All meetings of the Board shall
be open to the general membership. However, any participation in
the business of the Board by non-board members shall be at the
discretion of the Board. A Special Directors’ meeting may be called
by the President or shall be called upon the written request of
three (3) Board members.
Section 6.
The Board of Directors shall elect four (4) of its
members to be officers: President, Vice President, Secretary, and
Treasurer. Officers shall be elected to serve for one year or until
their successors are elected. No board member may hold more than
one office at a time, except the secretary, who at the Board's
option may hold the position of Recording Secretary and Corresponding
Secretary.
Section 7. Duties of the President:
The President presides at all general membership, Board and special
meetings. The President appoints the chairpersons for standing
and special committees; these appointments shall be ratified
by the Board of Directors. The President may perform such other
duties that usually pertain to the office and is an ex-officio
member of all committees except the Nominating Committee.
Section 8. Duties of the Vice President:
The Vice President performs the duties of the President in his
or her absence and coordinates the activities of the Standing
Committees.
Section 9. Duties of the Secretary:
The Secretary receives all correspondence of the organization and
is responsible for transcribing all minutes of Board, membership
and special meetings. The Secretary is responsible for all written
communications as directed by the Board or membership, and also
keeps a record of all committee chairs and committee members.
Section 10. Duties of Treasurer:
The Treasurer is responsible for the receipt and distribution of
all funds, and is responsible for keeping accurate, detailed
records of all income and expenses. The Treasurer is responsible
for the preparation, completion and submission of all reports
as required by City, County, State or Federal governments, including
NSP Funding, and shall be the Chairperson of the Finance Committee.
ARTICLE VI
Committees
Section 1.
The standing committees shall be Finance, Membership
and Nominating.
Section 2.
The Board of Directors or the membership may create
other special committees as deemed necessary.
Section 3.
All committee chairs must be voting members
of MWCC and shall be appointed by the President, subject to ratification
by the Board of Directors. Each committee chair shall be responsible
for appointing committee members and providing the Secretary
with names of said members.
Section 4.
The President shall be an ex-officio member of all
committees, except the Nominating Committee.
ARTICLE VII
Elections
Section 1.
The President shall appoint the Chairperson of the
Nominating Committee by no later than the December membership meeting.
Section 2.
Any member in good standing may submit
a nomination for the Board of Directors to the Nominating Committee,
provided the consent of the nominee is secured. Self-nominations
are permitted. All nominees must meet the qualifications in Article
V, Section 1.
Section 3.
The Nominating Committee shall review all nominations
and present its report at the January membership meeting. The Nominating
Committee shall not endorse any specific candidate(s). Any nomination
occurring after the Nominating Committee report shall be considered
a floor nomination. Floor nominations may be made at the January
and February membership meetings. At least ten (10) days prior
to the annual February meeting, the Secretary shall provide the
current list of candidates to all members.
Section 4.
The election of Directors shall be the first order
of business at the annual February meeting. The election shall
be by secret ballot and conducted by the Nominating Committee.
The three candidates receiving the largest number of votes shall
be elected to the Board of Directors. All tie votes shall be
decided by a special run off ballot at the February meeting. Proxy
voting is not allowed.
ARTICLE VIII
Amendment of this Constitution
This Constitution may be amended, altered or repealed at any regular
MWCC membership meeting, provided that a notice of intent has been
presented in writing at a previous regular meeting and the membership
advised of the proposed action by publication by the Secretary
at least ten (10) days prior to the date of voting. It shall require
a two-thirds affirmative vote of the members present to carry.
ARTICLE IX
Dissolution of the Corporation
Upon the dissolution of the MWCC, assets shall be distributed
for one or more exempt purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code, or corresponding sections of any
future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose.
Any such assets not so disposed of shall be disposed of by the
Court of Common Pleas of Hamilton County, Ohio) exclusively for
such purpose or to such organization(s) as said Court shall determine,
which are organized and operated exclusively for such purposes.
ARTICLE X
Parliamentary Authority
Rules contained in the current edition of Robert's Rules of Order,
Newly Revised, and Parliamentary Procedure shall guide the proceedings
of the MWCC in all cases to which they are applicable and in which
they are not inconsistent with this Constitution or any special
rules which the MWCC may adopt.
I hereby declare that this Constitution was made effective by
the requisite vote of the membership of the Mt. Washington Community
Council on this _____ day of ______, 2004.
Signatures of all Board members on the above date.
(Signatures) __________________________________________________
(Typed Names) __________________________________________________
