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ARTICLE I
NAME AND BOUNDARIES

A. Association Name. The name of the organization shall be The Merion Village Association (hereinafter referred to as the "Association"), an association not for profit, incorporated pursuant to the laws of the State of Ohio.

B. Association Boundaries. The geographical boundaries of the Association (hereinafter the "Association Boundaries") shall be as follows:

1. North ­ From the Scioto River east on Greenlawn Avenue to South High Street, then east on Thurman Avenue, to south on South Pearl Street, to east on Nursery Lane, to North on Blackberry Alley, to east on Whittier Street, to Parsons Avenue;
2. South ­ From the Scioto River, along Frank Road, to north on South High Street, to east along the alley south of Morrill Avenue, to Parsons Avenue;
3. East ­ Parsons Avenue;
4. West ­ the Scioto River.

ARTICLE II
PURPOSES

The Association is organized for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE III
RESPONSIBILITY

A. The Association shall:

1. Provide community leadership by regularly scheduling meetings and programs for sharing information, expressing concerns and providing solutions.
2. Promote the general welfare and spirit of unity within the Association Boundaries as a non-commercial, non-partisan, non-sectarian, and interracial association by reviewing the social and civic needs of the area and addressing these needs.
3. Improve the Association's social and economic environment through public or private programs, by promoting the maintenance and restoration of the area and encouraging the upgrading of existing businesses and development of new business within the Association Boundaries.
4. Represent residents including tenants, landowners, and business persons within the Association Boundaries in meeting their civic needs by facilitating communication between the Association membership and city, county, state and federal governments and any other appropriate organizations.
5. Provide representation to area boards, commissions, and/or governmental bodies when appropriate.
6. Comply with governmental laws, regulations, and ordinances in cooperation with governmental bodies by submitting recommendations for appointments, rendering opinions, and assisting with zoning issues.
7. Work toward community betterment by identifying positive and negative impacts on the area and addressing these issues.

ARTICLE IV
MEMBERSHIP

A. Membership Categories.

1. Individual Memberships shall be open to those individuals who reside within the Association Boundaries as set forth in Article I, whether as tenants or property owners, who are eighteen (18) years of age or older, and who are interested and supportive of the purposes of the Association.
2. Business/Organization Memberships shall be open to those individuals or entities who own or operate a business concern within the Association Boundaries as set forth in Article I, or who are organized for religious, social or other public interest purposes and whose principal operations are within the Association Boundaries as set forth in Article I, but who may neither reside nor own property within the Association Boundaries. Such individuals must, through their particular business or organization, promote a tangible civic interest, supply a necessary public service or provide economic benefit to Merion Village. Those businesses or organizations that do not promote significant social, economic, service or investment in the community will not be construed a sufficient business or public interest worthy of membership. Business or Organization Membership shall be limited to those individuals or entities who actually own property or primarily operate within the Association Boundaries as set forth in Article I, and shall not include such individual's or entity's agents, employees, associates, affiliates, shareholders or other related entities.
3. Household Memberships shall be open to those individuals who qualify for an Individual Membership, but at a reduced membership rate. The Household Membership Rate shall include no more than two (2) individuals who are at least eighteen (18) years of age and who live at the same address. Additional individuals living at that address and who otherwise qualify for membership under subdivision (1)(A) shall be admitted at a further discounted rate. Applications for Household Membership shall include the names of all residents of the household who seek voting privileges.
4. Senior Memberships shall be open to those individuals who reside within the Association Boundaries as set forth in Article I, whether as tenants or property owners, who are at least sixty (60) years of age or older, and who are interested and supportive of the purposes of the Association. Senior Membership shall be at a reduced membership rate.
5. Patron Memberships shall be open to businesses and religious, social or public interest organizations who are interested in and supportive of the purposes of the Association but who are not otherwise located within the Association Boundaries as set forth in Article I.
6. Sustaining Memberships shall be open to those individuals who qualify for Individual, Senior, Household, or Business Memberships and who seek to contribute to the Association at a greater level.
7. Non-Resident Memberships shall be open to those individuals who are at least eighteen (18) years of age or older, who are interested in and supportive of the purposes of the Association, but do not reside or own property within the Association Boundaries as set forth in Article I. Non-Resident Members may attend all meetings, serve on committees in an advisory capacity only, and participate in discussions, but are not entitled to vote or hold office.
8. Unless otherwise provided by this Article, non-residents and non-property owners within the Association Boundaries who are employees or agents of a business with significant interests within Merion Village are ineligible for voting membership with the Association.

B. Exclusivity of Membership Categories. The membership categories set forth in this Article shall be mutually exclusive. Duplicate memberships are prohibited.

C. Expulsion of Members. Members whose conduct or association is deemed detrimental to the Association and/or Merion Village may be expelled in accordance with Robert's Rules of Order Revised.

D. Voting Privileges.

1. Each Individual, Senior or Sustaining Member is entitled to one (1) vote.
2. Each Business/Organization Member is entitled to one (1) vote. Entities that share a common member or relationship shall be considered to have the interests of the whole represented by that one member and are limited to one (1) vote.
3. Each eligible individual residing at the address of the Household Membership is entitled to one (1) vote.
4. Non-Resident Members may participate in an advisory capacity only but shall not be entitled to a vote.
5. Voting members shall be at least eighteen (18) years of age, make written application and be current in the payment of annual dues as established by the Association.
6. Applicants for membership in the Association shall not receive voting privileges until forty-five (45) days after the application and membership dues are received. Prior to receiving voting privileges a new Member may attend all meetings, serve on committees in an advisory capacity, and participate in discussion, but shall not be entitled to vote or hold office.
7. Dues must be paid in full to be eligible to vote.
8. Only those Members present at the time a vote is called may cast a vote. Proxies and absentee votes are prohibited.

E. Dues.

1. 1. Applicants for membership in the Association must submit dues with the application. Applications received during October, November and December shall be considered to be for the following calendar year; all other applications shall be considered to be for the current calendar year.
2. Dues submitted shall remain in effect for the remainder of the current calendar year. A calendar year begins on January 1 and ends on December 31.
3. Membership dues are as follows:

a. Individual Membership ­ Minimum of $15.00
b. Business/Organization Membership ­ Minimum of $35.00
c. Household Membership ­ Minimum of $25.00
Each Additional Eligible Individual ­ Minimum of $10.00
d. Senior Membership ­ Minimum of $10.00
e. Patron Membership ­ Minimum of $25.00
f. Non-Resident ­ Minimum of $15.00

 

F. Membership Renewal.

1. Membership in the Association is to be maintained on a calendar year basis. The deadline for renewal is December 31.
2. A Member who fails to renew by December 31 loses voting privileges but is entitled to a grace period from January 1 through the last day of February, during which time the Member may renew the membership and immediately regain voting privileges.
3. If a Member fails to renew prior to the last day of February, that Member shall thereafter be considered a new applicant and shall be subject to the forty-five (45) day waiting period for obtaining voting privileges in accordance with Article IV(D)(6).
   

G. Membership Lists and Information.

1. Each applicant for membership or membership renewal shall, with the payment of dues, tender a form disclosing his or her residential address (or business address) within the Association Boundaries, any listed residential telephone number (or business telephone number) and, optionally, any electronic mail address. Each such applicant shall be asked to indicate whether he or she consents to be contacted, using the information so provided to (a) volunteer for Association activities; (b) recive information regarding Association activities and events; and (c) receive other communications from Association members relating to Association business.
2. The Treasurer shall maintain a "full" membership list containing all active members who are current in payment of dues with a copy provided to the Secretary for the sole purpose of verifying voting privileges. The Treasurer shall also maintain a "partial" membership list consisting of the information provided by the Members who have consented to use of membership information in accordance with paragraph (D)(1-4) of this Article. Both the "full" and "partial" lists shall provide the member's name, address, and phone number, and, if provided, the Member's e-mail address.
3. The "full" membership list and any applications for membership shall be made available for review by Members of the Association at general meetings of the Association. The "full" membership list shall not be used for any purpose associated with the solicitation of Association Members, including solicitation prior to Association elections.
4. Written copies of the "partial" membership list shall be available at every general meeting of the Association. The "partial" membership list shall not be used for any purpose not directly related to Association business, and shall not be transmitted or disclosed to any person not a Member of the Association.
5. Neither the "full" nor the "partial" membership list shall be used to solicit goods, services or products on behalf of any entity other than the Association itself.

ARTICLE V
ELECTION OF OFFICERS AND MEMBER-AT-LARGE

A. Eligibility. To be eligible for holding office or to serve as the Member-At-Large, a Member must either be a resident of or own property within the Association Boundaries as set forth in Article I and be current in the payment of dues.

B. Nominating Committee. A Nominating Committee comprised of Association Members shall be appointed by the Executive Board prior to each October. The Nominating Committee shall prepare a slate of candidates, with a minimum of one per office and the Member-At-Large, to be presented at the Association's October meeting. Nominations from the floor will be accepted at the Association's October meeting. Any Member of the Association in good standing may so nominate an individual to serve as an officer or as the Member-At-Large.

C. Election Process. Election of officers and the Member-At-Large from nominees who have accepted nominations shall be held at the November meeting by secret ballot. A simple majority vote (50% + 1) of the Members in attendance is required for election. In the event there is no clear majority vote or in the event of a tie, there shall be a run-off election between the two candidates who received the most votes. Ballots shall be counted by the Nominating Committee and kept by the Secretary for six (6) months. The newly elected officers and the Member-At-Large shall be announced at the time of the election.

D. Taking of Office. Elected officers and the Member-At-Large shall commence their term of office at the January meeting, at which time the outgoing officers shall relinquish all records to the new officers and present an annual report to the membership.

E. Vacancies in Office. If the President's office is vacated, the Vice-President shall assume the title and duties of the President for the remainder of the term. The office of the Vice-President shall be declared vacant. Any vacancies in office shall be filled by the Executive Board and the individual selected shall serve for the remainder of the term.

F. Removal of Officers and Member-At-Large. A two-thirds vote of the membership attending a regular or special meeting called for such purpose shall be required for removal of any officer or the Member-At-Large.

G. Absenteeism. Any officer or Member-At-Large who has three unexcused absences from consecutive Executive Board and consecutive regular membership meetings shall be removed from office pending review by the Nominating Committee.

H. Investigations and Vote Challenges.

1. Any dispute regarding the conduct of the election shall be investigated by a special committee appointed by the Association at any time not later than the February regular meeting of the Association. The committee shall consist of three (3) Association Members who are in good standing and current in the payment of dues. The committee shall present its findings and recommendations to the Membership at the next regular meeting, or at a special meeting called for such purpose, whichever is earlier, in the form of a motion to be voted on by the Members of the Association in accordance with Article VIII.
2. A vote by the membership for any officer or the Member-At-Large may be challenged by no less than a two-thirds majority of those Members present at a regular or special meeting called for such purpose.

ARTICLE VI
OFFICERS

A. Elected Officers and Member-At-Large. Members who satisfy the criteria set forth in Article V, Section A shall be eligible to hold any elected office or to serve as the Member-At-Large. The elected offices of the Merion Village Association Executive Board shall consist of a President, Vice President, Treasurer, Secretary and the Member-at-Large. Such officers shall be elected by a simple majority vote (50% + 1) of the Members in attendance at the Association's November meeting as set forth in Article V, Section C. The term of office for the President, Vice President, Treasurer and Secretary shall be for two (2) years commencing in January following the election, with the voting for President and Vice President to be held in even numbered years, and the voting for Secretary and Treasurer to be held in odd numbered years.

B. Duties of Officers.

1. The President:

a. Shall preside at all Association meetings and act as Chair of the Executive Board.
b. May be ex-officio member of any committee.
c. Shall authorize the Treasurer to expend funds, and to maintain auditable records of all monies received and expended.
d. Shall perform any other duties related to the office of President..
e. In addition, the President or the President's designee shall represent the Association and act as the Association's liaison before governmental agencies. The President shall work with the Membership of the Association in developing an official Association statement prior to any such meeting or communication with a governmental agency. The President shall provide an objective report to the Members at the next general meeting regarding such meetings and communications.

2. The Vice President:

a. Shall assist the President and preside at meetings of the Association and the Executive Board in the President's absence.
b. Shall assume the duties of the President when the President is unable to perform such duties.
c. May participate as a member of a committee.
d. Shall succeed to the office of President for the remainder of the term when the President's office is vacated.
e. In addition, the Vice President shall present the Treasurer's Report in the absence of the Treasurer.

3. The Secretary:

a. Shall maintain an accurate and objective record of the Association meetings and meetings of the Executive Board.
b. Shall provide for the reporting of minutes at meetings of the Association and Executive Board.
c. May participate as a member of a committee.
d. Shall inform the membership of the time and location of upcoming Association meetings.
e. Shall prepare and file all correspondence.

4. The Treasurer:

a. Shall account for all money received and disbursed by the Association.
b. Shall collect membership dues and maintain a list of members who are in good standing and current in the payment of dues.
c. May participate as a member of a committee.
d. Shall disburse funds approved by the President and/or the Executive Board and shall maintain a written accounting of all Association funds in a manner acceptable for audit.

5. Member-At-Large:

a. The Member-At-Large shall be nominated by the Nominating Committee and elected by a simple majority vote (50% + 1) of the Members in attendance at the Association's November meeting as set forth in Article V, Section C. The term of office of the Member-At-Large shall be for one (1) year, commencing in January following the election.
b. The Member-At-Large:

i. Shall serve as a member of the Executive Board.
ii. Shall represent the general membership at the Executive Board meetings.
iii. May participate as a member of a committee.

ARTICLE VII
COMMITTEES

A. Executive Board (Required).

1. The Executive Board shall include all duly elected officers and the Member-At-Large.
2. The Executive Board shall meet regularly each month to discuss issues and act upon recommendations of the Association membership.
3. The Executive Board may appoint the chairperson(s) for any standing or ad hoc committee pursuant to the Association's Constitution and Bylaws.
   

B. Zoning Committee (Required).

1. The Zoning Committee shall include only Association Members and will be established on an annual basis with members serving for one (1) year. A Chairperson shall be elected by committee members unless otherwise appointed by the Executive Board.
2. The Zoning Committee shall regularly receive, review and make recommendations on all applications for rezoning, variance or special permit and zoning appeals pertaining to property wholly or partially within the Association Boundaries as set forth in Article I. The Zoning Committee shall meet as often as needed to conduct necessary and appropriate business.
3. All applications for rezoning, variance special permit or zoning appeal shall be made to the Executive Board. No application for rezoning, variance, special permit or zoning appeal shall be accepted unless made in writing by any such person or entity making application and shall include all necessary and relevant information. The application shall then be sent to the Zoning Committee for review. Not later than sixty (60) days after receipt of such written application by the Executive Board, the Zoning Committee shall present its recommendation to the Association, unless unusual or exigent circumstances require otherwise. Applications shall be deemed received on the date actually received by the Executive Board.
4. If, at the recommendation of the Zoning Committee, any such application for rezoning, variance, special permit or zoning appeal is deemed to be of substantial impact on the character of the Merion Village neighborhood or to the general welfare of Merion Village residents, a special meeting of the Association shall be called not later than thirty (30) days thereafter. Written notification of the time, date, place and purpose of such special meeting shall be delivered to the membership, by U.S. Mail or other written means, not less than seven (7) days before the date of such special meeting.
5. All applications for rezoning, variance, special permit or zoning appeal shall otherwise be presented to the Association Members for a vote by secret ballot at a regularly scheduled meeting or special meeting called for such purpose. Any vote for the approval or disapproval of such application for rezoning, variance, special permit or zoning appeal shall be by secret ballot and shall be determined by a simple majority (50% + 1) of those Members present to vote. A tie vote shall be construed as disapproval.
6. The Chairperson of the Zoning Committee shall be responsible for reporting the activities of the Committee to the Association and the Executive Board.
   

C. Membership Committee (Optional).

1. The Membership Committee shall include only Association Members and will be established on an annual basis with members serving for one (1) year. A Chairperson shall be elected by committee members unless otherwise appointed by the Executive Board.
2. The Membership Committee shall assume responsibility for soliciting new members.
3. The Membership Committee shall assume responsibility for orientation of new members.
4. The Membership Committee shall meet as often as needed to conduct necessary and appropriate business.
5. The Chairperson of the Membership Committee shall be responsible for reporting activities of the committee to the Association and the Executive Board.
   

D. Communications Committee (Optional).

1. The Communications Committee shall include only Association Members and will be established on an annual basis with members serving for one (1) year. A Chairperson shall be elected by committee members unless otherwise appointed by the Executive Board.
2. The Communications Committee shall assume responsibility for facilitating communication among the Association membership and promoting the Association through public relations efforts using the news media.
3. The Communications Committee shall meet as often as needed to conduct necessary and appropriate business.
4. The Chairperson of the Communications Committee shall be responsible for reporting the activities of the committee to the Association and the Executive Board.

E. Activities Committee (Optional).

1. The Activities Committee shall include only Association Members and will be established on an annual basis with members serving for one (1) year. A Chairperson shall be elected by committee members unless otherwise appointed by the Executive Board.
2. The Activities Committee shall assume responsibility for planning, organizing and carrying out social activities and special projects of the Association.
3. The Activities Committee shall meet as often as needed to conduct necessary and appropriate business.
4. The Chairperson of the Activities Committee shall be responsible for reporting the activities of the committee to the Association and the Executive Board.

F. Audit Committee (Optional).

1. The Audit Committee shall include only Association Members and will be established on an annual basis with members serving for one (1) year. A Chairperson shall be elected by committee members unless otherwise appointed by the Executive Board.
2. The Audit Committee shall assume the responsibility of undertaking a comprehensive annual review and audit of the Treasurer's books and reports for any prior or current fiscal year. The Audit Committee shall immediately report any discrepancies in the Treasurer's books to the Executive Board and shall make recommendations as necessary.
3. The Audit Committee shall meet as often as needed to conduct necessary and appropriate business.
4. The Chairperson of the Audit Committee shall be responsible for reporting the activities of the Committee to the Association and the Executive Board.

G. Ad Hoc Committee(s) (Optional).

1. Ad Hoc Committees may be created by the Executive Board or by the Association to carry out specific charges or projects on behalf of the Association.
2. Ad Hoc Committees shall remain in existence until completion of the assigned project.
3. Ad Hoc Committees shall report activities and progress to the Association and the Executive Board.
   

ARTICLE VIII
MEETINGS & VOTING PROCEDURES

A. Regular Meetings. There will be regular meetings of the Association held at such time and place as may be determined by the Association. Regular meetings shall be open to the public.

B. Special Meetings. Special meetings of the Association may be called by the Executive Board or at the request of any ten (10) Members who are in good standing and current in payment of dues. Special meetings shall be held at such time or place as designated by the Executive Board or agreed upon by vote of the Members. Written notice of the date, time, place, and purpose of any special meeting shall be given, by U.S. Mail or other written means, to the Members of the Association at least seven (7) days in advance of such meeting. Special meetings shall be open to the public at the discretion of the Association.

C. Annual Meeting. The Annual Meeting of the Association shall be the regular meeting held in November.

D. Motions. Any Member of the Association in good standing and current in the payment of dues shall have the right to make a motion in regard to any matter presently under consideration or being discussed at any regular or special meeting of the Association.

E. Voting. Unless otherwise provided herein or upon proper motion, all votes at a regular or special meeting of the Association shall be by acclamation (i.e, by voice or by show of hands). The vote shall be determined by a simple majority (50% +1). A tie vote shall be construed as disapproval.

F. Robert's Rules of Order. Meetings shall be conducted in accordance with Roberts Rules of Order Revised. Any question as to the order of or procedure at a meeting of the Association, which is not otherwise provided for in the Constitution and Bylaws of the Association, shall be determined in accordance with Roberts Rules of Order Revised.

G. Meetings. The presiding officer shall attempt to limit Regular, Special and Annual Meetings of the Association to ninety (90) minutes, unless exceptional circumstances exist. Issues that cannot be resolved during such meetings shall, upon motion, be tabled until the following regularly scheduled meeting.

ARTICLE IX
FISCAL MANAGMENT

1. Fiscal Year. The fiscal year of the Association shall be from January 1 to December 31 of each calendar year.
2. Accounting. A full and clear accounting suitable of all Association funds shall be available to the membership at each regular meeting of the Association. Such accounting shall include without limitation periodic reports to the membership by the appropriate fiscal officers, and periodic reports by officers appointed for that purpose or by independent auditors.
3. Annual Reports. A year-end accounting report shall be prepared by the Treasurer for the membership and for the new Treasurer at the January regular meeting coinciding upon the commencement of the new Treasurer's term.
   

ARTICLE X
AMENDMENT

A. Proposing. All proposed changes and amendments to the Constitution and Bylaws shall be submitted in writing to the Executive Board at least ten (10) days prior to a regular meeting. Any Member of the Association in good standing shall be entitled to present and/or propose changes to the Constitution and Bylaws.

B. Reading/Hearing. At the next regular scheduled meeting of the Association there shall be a public reading and hearing on the proposed changes or amendments to the Constitution and Bylaws.

C. Vote Required. A two-thirds vote of the membership attending a regularly scheduled meeting or special meeting called for such purpose, held at least one (1) month after the reading/hearing, shall be required to change the Constitution and Bylaws.

D. Constitution Review. In October of every even numbered year, the Constitution and Bylaws of the Association shall be reviewed by an ad hoc Constitution Committee to determine whether changes, additions or amendments should be made.

ARTICLE XI
PROCEDURE

A. Agenda. Items may be placed on the meeting agenda by action of the Association membership, the Executive Board and/or by the President. Persons wishing to be added to the agenda must notify the President no later than three (3) days prior to the scheduled meeting. This notification should include a synopsis of the topic to be discussed and an approximate time limit.

B. Bylaws. Bylaws shall not conflict with the articles of this Constitution.

C. Robert's Rules of Order. Any question or procedure not stipulated in the Constitution and Bylaws shall be determined by Robert's Rules of Order Revised.

ARTICLE XII
TERMINATION

A. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section 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 a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

B. This Constitution and Bylaws shall supersede any prior "Constitution" or "Bylaws" of the Association.

(End of Constitution)