CODE OF REGULATIONS
Section 1. Qualifications of Membership. Membership in the corporation upon the consent and approval of the Board shall be open to any individual, corporation, partnership or unincorporated association which is interested in furthering the purposes of this corporation including the planning and implementing of programs with and for persons who because of physical disabilities are in need of assistance in the form of adaptive living facilities; educational, vocational and social opportunities and meaningful leisure time activities.
Section 2. Rights of Members. Members of the corporation shall from time to time, be informed by the Board of Trustees of the activities of the corporation and the action of the Board of Trustees. All members shall have equal rights and privileges except that only members who are individuals shall be eligible to serve as trustees of the corporation.
Section 3. Membership Dues. Membership dues, if any shall be determined, from time to time by the Board of Trustees.
Section 4. Annual Meetings. An Annual meeting of the membership shall be held on a date and at a place and time to be determined by the Board of Trustees.
Section 5. Special Meetings. Special meetings of the members shall be held for the purpose of consulting with the Board of Trustees whenever called by the President, by a majority of the Trustees acting with or without a meeting, or by at least twenty-five (25%) of the members that have made a financial contribution or provided in kind services representing a value of not less than $25 during the then current fiscal or calendar year. Upon the delivery of a request in writing to the President or Secretary by any person entitled to call a meeting of the members, it shall be the duty of the President or the Secretary to give notice to members in accordance with this Code of Regulations, but if such request be refused, then the persons making such requests may call a meeting by giving such notice.
Section 6. Place of Meetings. All meetings of members shall be held within the metropolitan area of Columbus, Ohio, at such times and places to be determined by the President.
Section 7. Notice of Meetings. Notice of every meeting of members whether annual or special, stating the time, place and purposes for which the meeting is called, shall be given by the President or Secretary in such form and in such manner as the Board of Trustees shall deem appropriate.
Section 8. Order of Business . The order of business at any meeting of members shall be determined by the presiding officer.
Section 1. Number and Classifications . All the capacity of the corporation shall be vested in and all of its power and authority except as otherwise provided by law, shall be exercised by the Board of Trustees consisting of such number of Trustees as the Board determines from time to time but not less than three (3). Such Trustees shall exercise all voting rights of the membership and shall manage and conduct the business of the corporation until their successors are elected and qualified. In addition to elected Trustees, the President of the Creative Living Service Board, the Resident Managers, and all Founders as provided for in Article IV shall be ex officio non-voting members of the Board of Trustees.
Section 2. Election, Classification and Terms of Office. At each annual meeting the current Trustees shall elect Successor Trustees for three year terms to succeed those whose terms expire or to fill such term(s) as the Trustees shall determine.
Section 3. Removal. Trustees may be removed from office with or without cause at any time by a vote of a majority of the remaining Trustees.
Section 4. Vacancies. In case any Trustee shall resign, be removed from office as provided in Section 3 of this Article, or for any reason, cease to be a member of the Board of Trustees, the remaining Trustees by an affirmative vote of the majority thereof,
less than a quorum, may elect a Trustee to fill such vacancy, and such newly elected Trustee shall hold office until his successor shall be elected and qualified.
Section 5. Meeting. Further meetings of the Trustees shall be held whenever called by the President, or requested by the majority of the Trustees. Upon the delivery of a request in writing to the President or Secretary, signed by a majority of the Trustees, it shall be the duty of the President or Secretary to give notice to members in accordance with this Code of Regulations, but if such request is refused, then the Trustees making such request may call a meeting by giving such notice.
Section 6. Notice of Meetings. The President or Secretary shall cause telegraphic or written notice of the time and place of all meetings of the Trustees to be duly served upon or sent to each Trustee not less than three (3) days nor more than twenty (20) days before the meeting except that a regular meeting of the Trustees may be held without notice immediately after the annual meeting of members, at the same place as such annual meeting was held, for the purpose of electing or appointing officers for the ensuing year and for transaction of such other business as may properly come before such meeting. No notice of adjourned meetings need be given. Notice of the time and place of any meeting of the Trustees may be waived in writing, either before or after the holding of such meetings, by any Trustee, which writing shall be filed with or entered upon the records of such meeting. The attendance of any Trustee at any such meeting without protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver by him of notice of such meeting.
Section 7. Quorum and Voting. At all meetings of the Trustees properly called pursuant to the terms hereof, a majority of the Trustees present and voting shall constitute a quorum, and may adjourn a meeting of the Trustees from time to time, and at adjourned meetings any business may be transacted as if the meeting had been held as originally called. The act of the majority of Trustees present at any such meeting properly called shall be the act of the Board of Trustees, expect as otherwise provided by law, the Articles of Incorporation, or this Code of Regulations.
Section 8. Compensation. Trustees, as such, shall not receive compensation for their services; provided, however, that nothing in this Section nor in these Regulations shall be construed to preclude any Trustee from serving the corporation in any other capacity and receiving compensation therefor or from receiving reimbursement for expenses incurred in connection with the performance of his duties as a Trustee of the corporation.
Section 9. Committees. The Board of Trustees shall create an Executive Committee, to be composed of the officers of the corporation. The Board may appoint such other persons as non-voting ex-officio members from time to time to the Executive Committee. The Executive Committee shall act in the interval between meetings of the Board of Trustees, shall exercise such of the authority and powers of the Board of Trustees as may lawfully be delegated to it and shall at all times be subject to the control and direction of the Board of Trustees. The Executive Committee may act by a majority of its members at a meeting or by a writing signed by a majority of its members. 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 of authorization of the Board of Trustees. Any Trustee may request an opportunity to meet with the Executive Committee by notifying the President or Secretary.
The Board of Trustees or the President may also appoint, from time to time, such special committees as it may consider necessary or desirable.
Section 1. Officers, Term and Compensation. The Board of Trustees may elect a President, a President Elect, a Vice President – Facilities, a Vice President – Development, a Vice President – Resident Relations, a Vice President – Public Relations, a Vice President – Trustee Development, a Vice President – Human Resources, a Secretary, and a Treasurer. Except as specifically provided in this Article III the Trustees shall determine the duties of each of the officers of the corporation. All officers shall be members of the Board of Trustees. Officers shall hold office until his or her successor shall be elected. Officers, as such, shall not receive compensation for their services; provided, however, that nothing in this Section nor in these Regulations shall be construed to preclude an officer from serving the corporation in any other capacity and receiving compensation therefor or from receiving reimbursement for expenses incurred in connection with the performance of his duties as an officer of the corporation. Any two or more offices may be held by the same person.
Section 2. Duties of the President. It shall be the duty of the President to preside at all meetings of members and at meetings of the Trustees and of the Executive Committee and, expect as may otherwise be determined by the Trustees, to exercise general supervision over the affairs of the corporation and in general, perform all the duties usually incident to such office or which may be required by the members of the Board of Trustees.
The President may also appoint, from time to time, such special committees from the membership as he may consider necessary or desirable.
Section 3. Duties of the President-Elect. It shall be the duty of the office of President-Elect to be available to fulfill the roles of the office of President in his/her absence. This incumbent shall proceed to the office of President when vacated by current President. Additionally, this position shall typically hold another Executive Committee office, or head an ad hoc committee, in order to be aware and knowledgeable regarding the operational and other affairs of the organization.
Section 4. Vice President – Facilities. It shall be the duty of the Vice President – Facilities to provide leadership in cooperation with the Executive Director in all areas of planning and maintenance of physical facilities.
Section 5. Vice President – Resident Relations. It shall be the duty of the Vice President – Resident Relations to provide leadership in residential relationships including resident selection, review and internal communications with the Resident Management Councils and responsibility to work with the Executive Director in matters concerning the residents.
Section 6. Vice President – Development. It shall be the duty of the Vice President – Development to provide leadership in all matters of development in cooperation with the Executive Director including community development and relationships with supporting individuals, groups and committees including the Service Board.
Section 7. Vice President – Public Relations It shall be the duty of the Vice President – Public Relations to provide leadership in all matters of public relations in cooperation with the Executive Director to foster board, community and marketplace awareness, acceptance and involvement of the philosophy embodied in the organization’s mission, vision and values.
Section 8. Vice President – Trustee Development It shall be the duty of the Vice President – Trustee Development to provide leadership in all matters of trustee development in cooperation with the Executive Director including orientation and education of trustees as well as targeting individuals in the community who would provide their talents and expertise to Creative Living in a meaningful way.
Section 9. Vice President – Human Resources. It shall be the duty of the Vice President, Human Resources, in cooperation with the Executive Director, to oversee the resolution of human resource related issues/concerns and the implementation and maintenance of human resource policies and procedures and related organizational documents.
Section 10. Duties of the Secretary. It shall be the duty of the secretary to keep an accurate record of the acts and proceedings of the members, Trustees, and the Executive Committee and in general to perform all the duties usually incident to such office or which may be required by the members or Trustees and, on the expiration of his term of office, to deliver all books, paper and property of the corporation in his hands to his successor or to the President.
Section 11. Duties of the Treasurer. The Treasurer shall receive and safely keep all money and choses in action and securities belonging to the corporation, and disburse the same, under the direction of the Board of Trustees or the Executive Committee; shall keep an accurate account of the finances of the corporation in books, specially to be provided him for that purpose, and hold the same open for inspection and examination of the Trustees and that a committee of the Trustees or members appointed for such inspection, and shall present abstracts of the same at annual meetings of members, or at any other meetings when requested, shall give bond and such sums with such security as the Board of Trustees may require for the faithful performance of his duties; on the expiration of his term of office shall deliver all money and other property of the corporation in his hands to his successor or to the President; and shall perform all other duties which may be required of him by the members or the Trustees. If
bond is required as security by the Board of Trustees, upon majority vote by the Board of Trustees the Treasurer may be reimbursed for the costs of any such bonds. The Treasurer may delegate with consent of the Board such day to day responsibilities to such Assistant Treasurer(s) and other persons employed by the corporation.
Section 1. Designation of Founder. The Board of Trustees by unanimous vote, has bestowed the title of Founder upon Peg Dickhaut, Charles Frank, Ernest Johnson, Richard Maxwell, Paul Savage, and Edward Whipps in recognition of their exceptional services in the creation of Creative Living and their devotion to the purposes for which it was formed.
Section 2. Rights and Duties of Founders. Individuals honored with the designation, Founder, shall be lifetime, ex officio non-voting members on the Board of Trustees and shall perform only such other duties as they may accept as delegated by the President or the Board of Trustees.
Section 1. Executive Director. The Board of Trustees may employ an individual to serve as an Executive Director upon such employment terms as shall be mutually acceptable and approved by the majority of the Board of Trustees.
Section 2. Duties of Executive Director. The Executive Director shall carry out the administrative duties necessary to fulfill the purposes and goals of Creative Living as identified and directed by the Board of Trustees. The Executive Director shall also be expected to make recommendations to the Board of Trustees as to appropriate policies and goals.
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. The corporation may indemnify or agree to indemnify any person who is serving or has served as Trustee, officer, or employee of the corporation, or who is serving and has served at the request of the corporation as a Trustee, officer or employee of another corporation against expenses, judgements, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any pending or threatened action, suit or proceedings, criminal or civil, to which he is or may be a party by reason of being or having been such Trustee, officer or employee; provided the Trustees, acting at a meeting at which a quorum consisting of Trustees who are not parties to or threatened with any such action, suit or proceeding, at present, determining that such Trustee, officer or employee:
A. acted in good faith in what he reasonably believed to be the best interest of such corporation, and
B. in any matter the subject of a criminal action, suit or proceeding, had not reasonable cause to believe that his conduct was unlawful.
Any Trustee who is a party to or threatened with any such action, suit or proceeding shall not be qualified to vote, and if for this reason the quorum of Trustees, who are not disqualified from voting by reason of being parties to or threatened with such action, suit, or proceeding, cannot be obtained, such determination shall be made by three attorneys at law, who have not theretofore represented the corporation in any matter and who shall be selected by all of the officers and trustees of the corporation who are not parties to or threatened with any such action, suit or proceedings. If there are no officers or Trustees who are qualified to make such selection, this election shall be made by the Judge of the Probate Court of Franklin County, Ohio. Such indemnification shall not be deemed exclusive of any other right to which such Trustee, officer or employee may be entitled under the Articles, the Regulations, any agreement, any insurance purchased by the corporation vote of members or otherwise.
Section 2. Insurance. The Board of Trustees of the corporation may secure and maintain such policies of insurance as it may consider appropriate to insure any person who is serving or has served as a Trust officer, or employee of the corporation, or who is serving or has served at the request of the corporation, against liability and expense arising out of any claim of breach of duty, error, misstatement, misleading statement, omission or other acts done or attempted solely by reason of their being such director, officer, or employee of the corporation.
Unless the Board of Trustees determines, the fiscal year of the corporation shall be from October through September.
This Code of Regulations may be amended at any regular meeting of the Board of Trustees. A two-thirds (2/3) vote of those present shall be necessary for adoption.