Code of Regulations

1.01 Mission Statement

The mission of the University District Organization is to improve the quality of life in the University District for residents.

2.01 Board Membership

a. The University District Organization shall be governed by a board of trustees composed of one representative from each of the following five member organizations and institutions in the University District:

• The University Community Association
• The Ohio State University
• The University Area Commission
• The University Community Business Association
• Campus Partners for Community Urban Redevelopment

The Board of Trustees also may elect up to four at-large members to the board.

2.02 Budget

The Board of Trustees shall be empowered to raise the budget through grants or subscriptions, or from any other legal and identifiable source. The fiscal year shall start on January 1st each year.

2.03 Election and Term of Trustees

Each Member Organization shall choose a representative Trustee in a manner chosen by the member organization. Selection of the representative shall be certified in writing by the chief executive officer or secretary of that organization. The term of office for all trustees shall be the same as the fiscal year of the Corporation. Any person may be selected as a Trustee for two or more consecutive terms.

In addition, each Member Organization may select and certify up to three alternates whose terms shall coincide with the term of the Trustee. Any one alternate may attend any regular or special meeting of the Board of Trustees in the absence of the Trustee, and exercise all rights of that Trustee except the duties of an Officer of the Board of Trustees. Alternates may attend regular Board of Trustees meetings so they may be better informed of the Corporation’s activities.

The Board of Trustees may elect, by a four-fifths vote, up to four persons to serve as at-large members of the board. The term of office of a person elected as an at-large member shall be two years with the opportunity for reappointment for an additional two terms. A person elected as an at-large member shall have the same voting privileges and right to hold office on the Board as those Trustees selected by the five Member Organizations, except that the at-large member(s) cannot vote to elect an at-large member(s).
If more than one at-large member is elected, the terms of the persons elected shall be staggered so that the terms for all at-large members do not expire at the same time. To accomplish the staggering of such terms, the Board of Trustees may provide that the initial term of an at-large member be one year, rather than two years.

2.04 Vacancies

A vacancy on the Board of Trustees shall be filled by the Member Organization which had selected the departed Trustee in the same manner as provided in section 2.03 above.

2.05 Resignation

Any Trustee may resign at any time by written notice to the Board of Trustees, the President or the Secretary, effective upon date of receipt or when specified therein; acceptance is not necessary to make it effective unless specified therein.

2.06 Board of Trustees Organization

The Board of Trustees shall elect from among themselves the Officers provided for in Article III in the fall of each year, such Officers to take office at the first regular meeting after the first of January.

2.07 Regular Meetings

Regular meetings of the Board of Trustees shall be held at a time and place designated by standing resolution of the Board of Trustees. Trustees may transact such business as may be brought before the meeting.

2.08 Special Meetings

Special meetings of the Board of Trustees may be called by the President, by a Vice President, or by two or more of the Trustees at a time and place designated in the call for the meeting.

2.09 Rules for Procedure

The Board of Trustees shall establish its own rules for procedure at regular meetings, including procedures for hearing visitors.

2.10 Quorum

The presence of a majority of the Trustees or their designated Alternates is necessary for a quorum for the transaction of business at any regular or special meeting.

2.11 Trustee’s Authority to Vote: Entitled to One Vote

Each Trustee, or in the absence of the Trustee, then his or her designated Alternate, shall be entitled to one vote upon any matter requiring trustee approval at any meeting of the Board of Trustees, except that the at-large position(s) cannot vote to create, abolish or elect an at-large position.

Each Trustee, or in the absence of the Trustee, then his or her designated Alternate, shall be conclusively deemed to have authority to vote on behalf of the Member Organization he or she represents unless before a vote is taken, it appears by written notice from an executive officer of such Member Organization that such Trustee or Alternate does not have such authority. In such a case, said Trustee or Alternate shall not be entitled to vote on any matter before the Board of Trustees.

2.12 Majority Vote Required to approve Matters Before the Board

A majority vote of those Trustees or Alternates constituting a quorum at any meeting of the Board of Trustees is required to approve any matter requiring Board approval unless specified otherwise in articles of this Code of Regulations.

2.13 Notice of Meetings

Written notice of each meeting shall be given by the Secretary to each Trustee at least ten days prior to the day named for the meeting. Such notice will specify the place, day and time of the meeting and, in the case of a special meeting, the general nature of the business to be transacted.

2.14 Action Without a Meeting

If all the Trustees shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be valid corporate action as though it had been authorized at a meeting of the Board of Trustees.

2.15 Organization

At every meeting of the Board of Trustees, the President, or in the absence of the President, the Vice President, or in the absence of the above, a person chosen by a majority of the Trustees present, shall preside; and the Secretary, or in the absence of the Secretary, any person appointed by the President or person acting in his stead, shall act as secretary.

2.16 Compensation

No Trustee of the Corporation shall receive any compensation for acting as such.

2.17 Power of the Board of Trustees

The Board of Trustees shall have general charge of the affairs of the Corporation and may delegate authority to one or more employees, which it may from time to time hire.

The Board of Trustees shall develop the annual budget of the Corporation and oversee the raising of funds needed for the budget.

The Board of Trustees shall have charge of the hiring and dismissal of full or part-time employees as necessary and define their duties.

The Board of Trustees may employ an administrator, who may be a professional urban planner, to carry out those duties, which the Board may assign; such an administrator shall be assigned major responsibility for the day-to-day affairs of the Corporation, including supervision of any other full or part-time employees.

3.01 Number

The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and other such officers as the Board of Trustees may from time to time determine. Any two or more offices may be held by the same person, except the offices of President and Secretary.

3.02 Election and Term of Office

The Officers of the Corporation shall be elected by the Board of Trustees in the fall of each year, such officers to take office at the first regular meeting after the first of January. The Board may fill any vacancies among the Officers at any other meeting. Officers shall hold office for the term of one year and until their respective successors shall be elected and take office.

3.03 Resignations

Any officer may resign at any time by giving written notice to the Board of Trustees, or to the President or to the Secretary. Such resignation shall take effect at the date of receipt of such notice, unless otherwise specified therein; acceptance is not necessary to make it effective, unless otherwise specified therein.

3.04 President

The President shall be the chief executive officer of the Corporation who shall have general supervision over the activities and operations of the Corporation, subject, however, to the control of the Board of Trustees. The President shall sign, execute and acknowledge, in the name of the Corporation, instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. The President shall perform such other duties as from time to time may be assigned by the Board.

3.05 Vice President

There shall be a Vice President. In the absence or disability of the President, or when so directed by the President, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president.

3.06 Secretary

The Secretary shall keep a membership book containing the name and address of each Member Organization, Trustee and Alternate.

The Secretary shall record all the votes of the Trustees and the minutes of the meetings of the Board and of the Executive Committee in the books to be kept for that purpose, shall see that all records and reports are properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general shall perform all duties as may from time to time be assigned by the board or the president.

3.07 Treasurer

The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities, and in general shall perform all duties incident to the office of Treasurer and other such duties as may from time to time be assigned by the Board or the President.

3.08 Removal of Officers

Any officer of the Board of Trustees may be removed by two-thirds vote of the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby.

3.09 Compensation of Officers and Others

No officer shall be compensated for performance of duties, except for necessary expenses as authorized by the Board of Trustees. The compensation of all employees shall be fixed from time to time by the Board of Trustees.

4.01 Executive Committee

The President each year, with the approval of the Board of Trustees, may designate the officers of the Board, including himself, to constitute an Executive Committee, which shall advise the President in the handling of the Corporation’s affairs, and handle other such business as the Board of Trustees may authorize. The President of the Board of Trustees shall be the President of the Executive Committee.

The Executive Committee shall keep regular minutes of its proceedings and shall report same to the Trustees at each meeting.

4.02 Community Roundtable

Residents of the University District and representatives of neighborhood civic associations, community agencies and institutions may participate in the University District Organization Community Roundtable, which shall meet at least three times a year. The University District Organization Board of Trustees shall appoint a chair of the Community Roundtable to convene the meetings. The Community Roundtable may determine its own organization and times and places of meeting. The purpose of the Community Roundtable is to further the University District Organization’s mission by sharing information, providing a forum for discussion and developing civic leadership.

4.03 Other Committees

The Board of Trustees may appoint standing committees and/or special committees, consisting of the Trustees or others. Such committees shall determine their own organization, and times and places of meeting, unless otherwise directed by resolution. The President and Secretary shall be ex-officio members of all such committees.

5.01 Borrowing, Etc.

No officer, agent or employee of the Corporation shall have any power or authority to borrow any money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolution of the Board of Trustees. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.

5.02 Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.

6.01 Notice – What constitutes

Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by electronic transmission, charges prepaid, to the address or number appearing on the books of the Corporation, or supplied by the Member Organization or Representative to the Corporation for the purpose of notice. If the notice is sent by mail or by telegram, it shall be deemed to have been given to the person entitled thereto when deposited in the mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the general nature of the business to be transacted.

6.02 Waiver in Writing

Whenever any written notice is required to be given, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting.

6.03 Waiver by attendance

Attendance of a person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business, because the meeting was not lawfully called or convened.

7.01 Amendments

Any or all of the provisions of this Code of Regulations, whether contractual in nature or merely regulatory of the internal affairs of the Corporation, may be amended, altered, or repealed by two-thirds vote of the Board of Trustees, after notice has been mailed to the Trustees and the chief executive officer of each Member Organization, giving a summary of the proposed amendment. The Trustee representing any Member Organization shall cast the vote of that Member Organization, and shall present written evidence that his vote represents the decision of the Member Organization on the matter under consideration.

No provision of this Code of Regulations shall vest any property right in any Member Organization.

8.01 Indemnification

The Corporation shall indemnify each Trustee and officer, whether or not then in office, and the Corporation may indemnify or agree to indemnify any person who is serving or has served as an employee of the Corporation against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any pending or threatened action, suit or proceeding, criminal or civil, to which he is or may be made a party by reason of being or having been such Trustee, officer or employee, provided that the Trustees, acting at a meeting at which time a quorum consisting of Trustees
who are not parties to or threatened with any such action, suit or proceeding, is present, determine that such Trustee, officer or employee:

• a. was not and has not been adjudicated to have been guilty of misconduct in the performance of his/her duty to the Corporation of which he or she is a Trustee, officer or employee;
• b. acted in good faith in what he/she reasonably believed to be the best interest of the Corporation; and
• c. in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that his/her 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 a 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 thereto 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 proceeding. If there are no officers or Trustees who are qualified to make such selection, the selection shall be made by a Judge of the Court of Common Pleas of Franklin County, Ohio. Such indemnification shall not be deemed exclusive of any other rights to which such Trustee, officer or employee may be entitled under the Articles, the Code of Regulations, any agreement, any insurance purchased by the Corporation, vote of members, or otherwise.

The Board of Trustees of the corporation may secure and maintain, at the expense of the Corporation, such policies of insurance as it may consider appropriate to insure any person who is serving or has served as a Trustee, officer or employee of the Corporation, or who is serving or has served at the request of the corporation as a Trustee, officer or employee of another Corporation against liability and expenses arising out of any claim of breach of duty, error, misstatement, misleading statement, omission or other acts done or attempted solely by reason of being such Trustee, officer or employee of the Corporation.

University District Organization, Inc. Code of Regulations
(Revised July 2005, Adopted September 1, 2005)