Cuyahoga Valley Commuity Council

In accordance with Article IV of the Agreement for Establishment of the Cuyahoga Valley Regional Council of Governments (“the Agreement”) these Bylaws are hereby adopted to govern the activities and procedures of the Cuyahoga Valley Regional Council of Governments (“the CVRCOG”).

I. PURPOSE.

The mission of CVRCOG is to provide a forum and organizational status through which it may assist, promote, and coordinate the efforts of its participating units of government for the restoration, preservation, and enhancement of the natural, historic, cultural, recreational, and economic resources of the region of the Cuyahoga Valley from Akron to Cleveland. The CVRCOG shall have all powers set forth in Ohio Revised Code (Chapter 167) or any future amendments thereto or as otherwise provided by law.

II. REPRESENTATION.

Each member of the CVRCOG shall be represented on the council by the chief executive officer, or in the case of those units of government that do not have an elected chief executive officer, a representative chosen by the legislative or governing body of the participating unit of government (the “Representative”). The representative may designate an alternate who will have full authority to act on behalf of the participating unit of government as though the primary representative were present. Meetings of the CVRCOG requiring voted approvals shall not be conducted unless a quorum is present. A quorum shall consist of a majority of the Representatives, each entitled to one vote. Action may be taken by the affirmative vote of a majority of Representatives voting in person and by proxy; provided however, that any proxy vote shall be in writing, signed by the Representative and presented prior to the conclusion of the voting process.

III. OFFICERS; ANNUAL ELECTIONS.

As soon as practicable after the Agreement is approved by each participating unit of government’s legislative body, and thereafter in the succeeding calendar years, the Representatives shall meet and elect in annual elections (“Annual Elections”) or as required by circumstances, as officers a President, Vice President and Treasurer, respectively, who shall serve until such officers are next elected. The President - - and in the absence of the President, the Vice President - - shall preside at all meetings of the CVRCOG, exercise those other powers and duties usually exercised by the chief executive officers of similar organizations, and between meetings of the CVRCOG may act for the CVRCOG in a manner consistent with the directions of the CVRCOG and with the requirements imposed by the Agreement, these Bylaws and the laws of the State of Ohio. The Treasurer shall perform those duties normally associated with such office, including the responsibilities of Fiscal Officer of the CVRCOG.

A. Composition and Election of Executive Committee. The Executive Committee shall consist of the Officers (President, Vice President and Treasurer), and three (3) other members elected as Executive Committee members in Annual Meetings, and a representative of the National Park Service who shall serve ex officio. No two (2) or more persons who reside in or hold elected public office in the same CVRCOG participating unit of government shall serve contemporaneously on the Executive Committee. The Officers and other members of the Executive Committee shall be elected at an annual meeting held for organizational purposes, and during the periods between Annual Elections the President may, from time to time and with the voted approval of the CVRCOG, appoint additional other members of the Governing Board.

B. Authority and Function of Executive Committee. The Executive Committee shall constitute the Governing Board of the CVRCOG as authorized in Ohio Revised (Code Section 167.04). The Executive Committee shall advise and report to the members of the CVRCOG, and during the periods between meetings of the CVRCOG may act for the CVRCOG in a manner consistent with the directions of the CVRCOG and its President, the requirements imposed by the Agreement, these Bylaws and the laws of the State of Ohio. The Executive Committee shall consider and may recommend immediate action, if a majority of the Executive Committee members believe that immediate action is necessary and that it is not practicable to convene a CVRCOG meeting immediately to consider approval of the action. Without limitation of the foregoing, the Executive Committee will use reasonable efforts to communicate with, and receive advice from, the other CVRCOG Representatives regarding any proposed or recommended action the Executive Committee believes may be deemed objectionable by the CVRCOG Representatives. Upon authorization by the Executive Committee, the President - - and in the absence of the President, the Vice President - - may undertake the recommended action. Any such recommended action undertaken shall be reported to the CVRCOG Representatives both as soon as is practicable and at the next CVRCOG meeting; at that meeting or as soon thereafter as the CVRCOG is ready to vote its approval or disapproval of any such recommended action requiring voted approval, the CVRCOG shall do so. Any such recommended action shall remain in effect until (i) the recommendation is revoked by a majority of the Executive Committee or (ii) it is disapproved by the CVRCOG in a meeting at which a quorum is present.

C. Election and Removal of Officers and Members of Executive Committee. The election of officers and other members of the Executive Committee, except the National Park Representative, shall take place at the annual meeting of the CVRCOG provided that a quorum is present. A Nominating Committee shall present its nominations at the meeting, and the opportunity shall be provided for additional nominations to be made by representatives of the participating units of government who are present. The election shall be conducted by ballot. If a valid election cannot be conducted at the annual meeting for lack of a quorum, the election shall be conducted within forty-five (45) days either at a regular or special meeting of which written notice shall be sent to all representatives at least fifteen (15) days in advance of the meeting and shall state the intent to conduct the election and the nominees presented by the nominating committee. Any officer or other member of the Executive Committee, other than the representative of the National Park Service, may be removed from office by a vote of the representatives of at least two-thirds (2/3) of the participating units of government which are represented at a meeting of the CVRCOG provided a quorum is present, and also provided that said person being removed has been given notice in writing of the charges against him or her, proof of the charges offered to the membership, and the opportunity to appear before the membership on his or her own behalf. No member of the Executive Committee or officer shall be removed from office unless the notice of the meeting at which action is contemplated shall specify the identity of the person, the action contemplated and the identity of the person or persons proposing such action.

V. MEETINGS.

The CVRCOG shall meet, at a minimum, on an annual basis. The annual organizational meeting of the CVRCOG shall be held each year in February. Meetings shall be scheduled and held as determined by the President or when requested in writing by the Representatives of fifty percent (50%) or more of the member-participating units of government. Ohio Revised Code (Section 121.22), shall govern public notification of meetings and the ability of CVRCOG to meet in executive session. Advance notice of the time and place of all regular and special meetings of the CVRCOG, Executive Committee and any other duly appointed committee of the CVRCOG shall be provided to any person in the following manner: (i) posting on the CVRCOG web site (www.CVRCOG.org),
(ii) e-mailing to any person who so requests in writing and provides an e-mail address, and (iii) ordinary mailing to any person who so requests in writing and provides self-addressed, stamped envelopes. The call for a special meeting shall contain notice of the business to be considered or acted upon at such meeting, and no other business shall be considered or acted upon at said meeting. Attendance at said meeting will constitute a waiver of the notice requirement, and any required notice may be waived in writing by the person or persons entitled to notice, whether before or after the times attested in the waiver, and will be considered equivalent to giving of notice. The waiver must, in the case of a special meeting of the CVRCOG, specify the general nature of the business to be transacted.

VI. POWERS AND DUTIES.

Except as otherwise provided in these Bylaws, the Executive Committee shall have the following powers and duties:

A. Financial. To prepare an annual budget and an equitable plan for the assessment of membership dues; to receive, expend and disburse funds; and to serve as the financial control body.

C. Approvals. To approve statements of policy, studies and plans and to provide for the implementation thereof.

D. Assistance. To apply for and accept loans, grants and contributions on behalf of the CVRCOG and any other assistance in the form of money, property, labor and supplies from public and private sources, including charitable foundations, assistance agencies, the State of Ohio and instrumentalities of the United States; and to expend and disburse such grants, gifts, contributions and loans and other assistance for any approved purpose.

E. Contracts. To contract or enter into agreements with any person, any federal, State or local agency and any subdivision thereof, and any public or private organization; to carry out the purposes of the CVRCOG, as specified in these Bylaws or for which assistance is accepted, including contracts for grants, loans, contributions and any other assistance available from agencies of the State of Ohio and instrumentalities of the United States; and to stipulate, in contracts let in connection with any project for which assistance is received, that the contractor and any subcontractor comply with requirements such as minimum wages, laws against discrimination and other lawful obligations which may be required as conditions to receipt of financial aid granted to the project.

F. Annual Report. To make an annual report of its activities to its member-units of government. Such report may be provided verbally at its annual meeting or at a regular CVRCOG meeting.

G. Other responsibilities. To carry out such other responsibilities as may be imposed on the CVRCOG by its membership or the laws of the State of Ohio.

VII. FINANCE.

A. Fiscal Officer. Financial responsibility for the CVRCOG shall rest on the Treasurer for the CVRCOG, who shall be elected by the CVRCOG’s members (as indicated above).

B. Fiscal Year. The fiscal year of the CVRCOG shall commence on July 1st thru June 30th.