CLEVELAND DIGITAL VISION |
Cleveland Digital Vision |
CODE OF REGULATIONS OF
CLEVELAND DIGITAL VISION, INC. (As adopted by the Board of Directors on March 25, 2003) ARTICLE 1 - NAME, PURPOSE Section 1: The name of the organization shall be Cleveland Digital Vision, Inc. (hereinafter referred to as "Digital Vision"). Section 2: Cleveland Digital Vision was formed to carry out the purposes stated in its Articles of Incorporation filed with the Secretary of State of Ohio and approved May 23, 2001, and incorporated by reference herein. These purposes may be summarized as advocacy and support for community efforts toward universal computer literacy, access to computer and network technologies, and expanded information technology employment opportunities for all residents of Cleveland and surrounding communities. ARTICLE II - MEMBERSHIP Section 3: Application for membership in Digital Vision shall be open to any nonprofit organization, business, labor union, educational institution or governmental entity that supports the purpose statement in Article 1, Section 2. Section 2: Membership shall be granted upon a majority vote of the Board and the payment of membership dues, if any, established by the Board. Continued membership shall be contingent on the timely payment of annual dues, if any, established by the Board. Section 3: Each voting member of Digital Vision shall appoint one voting representative to attend the Annual Meeting. Section 4: The Board shall have the authority to establish and define nonvoting categories of membership. Section 5: There shall be a class of voting members limited to nonprofit community organizations, which provide neighborhood-based information technology training or access services to Cleveland residents. These member organizations shall be recognized by the Board as Community Technology Providers, and shall be entitled to elect representatives to the Board as provided in Article IV, Sections 3b and 12b. ARTICLE III - MEETINGS OF MEMBERS Section 1: Annual Meeting. The date of the regular Annual Meeting of members shall be set by the Board of Directors who shall also set the time and place, except that the first such meeting after the adoption of this Code of Regulations must be held no later than September 30, 2003, and each subsequent Annual Meeting must be held no more than thirteen months after the last one. Section 2: Special Meetings. Special meetings of members may be called by the President or a simple majority of the Board of Directors. A petition signed by ten percent of the voting members may call a special meeting. Section 3: Notice. Notice of each meeting of members shall be given to each voting member not less than ten days before the meeting. ARTICLE IV - BOARD OF DIRECTORS Section 1: Board Role, Size, and Composition. The Board of Directors ("the Board") is responsible for overall policy and direction of Digital Vision, and may delegate responsibility for day-to-day operations to a Director as provided by Article VI. The Board shall have up to fifteen members. The board receives no compensation. Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Section 3: Board membership. The initial members of the Board at the time of adoption of these Regulations are: -- Shawn Pierce, Westown Community Development Corporation, 10313 Lorain Ave., Cleveland -- Donald Slocum, Cleveland Neighborhood Leadership Institute, 1761 East 30th St., Cleveland -- Diane Euchenhofer, Greater Cleveland Growth Association, 50 Public Square, Suite 200, Cleveland -- James Cookinham, NEOSA, 50 Public Square, Suite 200, Cleveland -- David Megenhardt, United Labor Agency, 3328 Carnegie Ave., Cleveland -- Sharon Cole, East End Neighborhood House, 2749 Woodhill Rd., Cleveland -- Louis Tisler, 3281 West 130th St., Cleveland. Following the adoption of this Code of Regulations, up to six additional members may be added, by a simple majority vote of the initial members listed above, which will serve until the first Annual Meeting of members. Following that Annual Meeting the Board shall consist of the following: a) Founder representatives: One representative each of NEOSA, the Greater Cleveland Neighborhood Centers Association, the Cleveland Neighborhood Leadership Institute, the Greater Cleveland Growth Association, and the United Labor Agency. b) Provider representatives: Five members elected at the most recent Annual Meeting by the representatives of Community Technology Providers who are present. c) At large representatives: Five members elected at the most recent Annual Meeting by the representatives of all Digital Vision member organizations who are present. Section 7: Quorum. A Board meeting must be attended by at least forty percent of the Board members before business can be transacted or motions made or passed. Section 8: Notice. An official Board meeting requires that each Board member have notice ten days in advance. Section 9: Officers and Duties. There shall be four officers of the Board consisting of a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be elected by the Board at the first regular Board meeting after an Annual Meeting, and shall serve until the conclusion of the next subsequent Annual Meeting. Their duties are as follows: The President shall convene and preside over each meeting of the Board or members, or shall arrange for other officers to preside at each meeting in the following order: Vice-President, Secretary and Treasurer. The Vice-President shall carry out the duties of the President in the President's absence, or as the President may request. The Secretary shall be responsible for keeping records of Board actions, including minutes of all Board meetings; required meeting announcements; distributing copies of minutes and meeting agendas to each Board member; and assuring that corporate records are maintained. If a Director has been hired, the Secretary may delegate all such record-keeping and communication duties to the Director, except that the Secretary shall remain responsible for verifying and signing corporate records required by law. The Treasurer shall make a full financial report at each Board meeting, chair a finance committee if one is established, assists in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. Section 10: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. Any Board member leaving the Board under one of these circumstances may be replaced for the balance of his or her term as follows: a) The Secretary shall promptly notify the appointing organization of any Founder representative who leaves the Board, and the appointing organization may immediately designate a replacement by written communication to the Secretary. b) A Provider representative who leaves the Board more than four months before the next Annual Meeting may be replaced by election of a new representative at a special meeting of Community Technology Providers, to be convened by the President or Director prior to the next scheduled Board meeting. All Community Technology Providers shall receive notice of such a special meeting at least ten days in advance. c) An At-Large representative who leaves the Board more than four months before the next Annual Meeting may be replaced by any person chosen by a simple majority of remaining Board members. Section 11: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the Director (or Secretary, if no there is no incumbent Director) to each Board member ten days in advance. Section 12. The Board may set dues schedules for membership. ARTICLE V - COMMITTEES Section 1: The Board may create committees as needed. ARTICLE VI - DIRECTOR AND STAFF Section 1: Director. A Director may be hired by the Board. A Director hired under the authority of this Section shall have day-to-day responsibility for Digital Vision, including carrying out the goals and policy determined by the Board, and hiring and supervising any other employees or contractors authorized by the Board. The Director shall attend all Board meetings report on the progress of Digital Vision programs, answer questions of Board members and carry out the duties described in the job description provided by the Board. The Board may designate other duties as necessary. ARTICLE VII - AMENDMENTS Section 1: This Code of Regulations may be amended when necessary by a two-thirds majority of the Board of Directors, or by a majority vote of voting member representatives present at an Annual Meeting. Any proposed amendment must be submitted to the Secretary, to be sent out with the regular announcement of the Board meeting or Annual Meeting at which it is to be considered. ARTICLE VIII - DISSOLUTION Digital Vision may be dissolved upon the affirmative vote of two-thirds of the Board of Directors at a Special Meeting called for that specific purpose as provided in Article IV, Section 11. The Board of Directors shall thereupon take such action as may be necessary to terminate the legal existence of Digital Vision. All funds and other assets of Digital Vision at the time of dissolution shall be disposed of in such manner as the Board may direct, consistent with legal or contractual conditions attaching to said funds or property. AFFIRMATION. The undersigned members of the Board of Directors of Cleveland Digital Vision, Inc. hereby affirm that the foregoing Code of Regulations was adopted by our unanimous vote on March 25, 2003.
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