COMMUNITY IMPROVEMENT CORPORATION OF SHELBY, OHIO

BYLAWS

ARTICLE I

Trusteeship

              Section 1.  The trustees named by the incorporators of the Corporation shall be the first trustees and all persons thereafter elected by the trustees shall upon such election become trustees of the Corporation. 

              Section 2.  Any regular trustee may resign at any time by notice in writing delivered to any officer of the Corporation other than himself.  The resignation of a trustee shall constitute resignation by such person as a trustee and as an officer. 

ARTICLE II

Meetings of Trustees

              Section 1.  There shall be an annual organizational meeting of the trustees of the Corporation in the month of January at such date, time, and place (which shall be within Richland County, Ohio) as may be fixed by the Board of Trustees, provided that if such Board does not fix such date, time, and place by the fifteenth day of October, then the President of the Corporation shall do so. 

              Section 2.  The governing Board of the CIC shall meet not less than quarterly as affixed by Shelby City Ordinance 3-2005, Section 856.04.  (Copy Attached)

              Section 3.  Special meetings of the trustees may be called and the time, date, and place (which shall be within Richland County, Ohio) of the meetings specified, by the President, the Executive Committee, or any three trustees of the Board. 

              Section 4.  One more than 50% of the trustees shall constitute a quorum for the transaction of business at any meeting of the Board. 

              Section 5.  Any action which may be taken at a meeting of the trustees at which a quorum is present may be taken by an affirmative vote of one more than 50% of the trustees present at such meeting. 

              Section 6.  A written or printed notice of every meeting of the trustees, stating the time, place, and purpose thereof, shall be given to each trustee as provided by law, which notice may be given to a trustee in person, through the use of authorized communications equipment, or may be mailed by first class mail to his or her last address appearing on the books of the corporation at least five (5) days before any such meeting.  If sent by means of authorized communications equipment, that notice shall be sent to the address furnished by the trustee for transmissions by authorized communications equipment.  Any trustee may waive in writing, either before or after the holding of such meeting, any notice required to be given by law or under these bylaws; and by attendance at any meeting without protesting the lack of proper notice, a trustee shall be deemed to have waived notice thereof.   

              Section 7.  When required by law, all meetings of the trustees shall comply with the requirements of O.R.C. Section 121.22, or successor provisions.  (Copy Attached)

ARTICLE III

Board of Trustees

              Section 1.  The Board of Trustees shall be the governing board of the Corporation and shall consist of fifteen (15) trustees.   Trustees shall serve for one-year terms.  At any time during which the Corporation is acting as the designated agent of the City of Shelby, Ohio, in accordance with Chapter 1724, Revised Code of Ohio (Copy Attached), the Mayor and four (4) other persons appointed by him or her to represent the City shall serve as trustee. 

              Section 2.  A Trustee may be removed for good cause shown by the vote of ninety percent (90%) of the remaining trustees. 

              Section 3.  Except in the case of death, removal, or resignation, a Trustee shall serve until his successor has been appointed or elected. 

ARTICLE IV

Meetings of the Board of Trustees

              Section 1.  At each annual meeting of the trustees, or special meeting in lieu thereof, an organizational meeting will be held for the purpose of electing officers.  If for any reason, said organizational meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practical. 

              Section 2.  Regular quarterly meetings of the Board of Trustees will be held the first Monday of every quarter within Richland County, Ohio, as shall be provided for in these by-laws or resolutions adopted by the Board of Trustees.

              Section 3.  Special meetings may be called by the President and/or the officers of the Board of Trustees or any three (3) trustees.  The notice of any special meeting shall set the time, date, and place thereof (which shall be within Richland County, Ohio).  Notice of each special meeting shall be given to each trustee in writing, by personal delivery, first class mail, or through the use of authorized communications equipment not less than three (3) days prior to such a meeting; provided however, that such notice shall be deemed to have been waived by the Trustees attending such meeting without protesting the lack of proper notice, or by voting at any such meeting and may be waived in writing or through the use of authorized communications equipment.  Unless otherwise limited in the notice thereof, any business may be transacted at any special meeting. 

              Section 4 Except as otherwise provided in these by-laws, any action which may be taken at a meeting of the Board of Trustees may be taken by a vote the Trustees present at such meeting, provided that a quorum is present. 

              Section 5.  When required by law, all meetings of the trustees shall comply with the requirements of the O.R.C. Section 121.22, or successor provisions (Copy Attached) 

ARTICLE V

Officers

              Section 1.  The Board of Trustees shall elect a President, a Vice President, a Secretary, and a Treasurer and such other officers as the Board of Trustees may see fit.  The President and Vice President shall be, and the other officers may, but need not be, chosen from the Board of Trustees. 

              Section 2.  Except in the case of death, removal, or resignation, an elected officer shall serve until his or her successor has been elected.  In the event of the death, removal, or resignation of an elected officer (other than the President if there is a Vice President in the office at the time), the Board of Trustees shall elect a successor for the balance of the term of such officer. In the event of the death or resignation of the President (if there is a Vice President in office at the time), the Vice President shall assume the office of President for the balance of the term, and shall be deemed to have resigned the office of Vice President. 

ARTICLE VI

Duties of Officers

              Section 1.  The President shall preside at meetings of the Board of Trustees, may designate the date, time, and place of meetings of the Board of Trustees as provided herein, may execute all authorized instruments, including without limitation contracts, bonds, notes, debentures, deeds, mortgages, and other obligations in the name of the Corporation and shall perform such other duties as the Board of Trustees may require. 

              Section 2.  In case of the absence or disability of the President, or when circumstances prevent the President from acting, the Vice President, if any, shall perform all of the duties of the President, and in such case shall have all of the powers and obligations of the President, and any such instruments so executed by the Vice President shall be as valid and binding as though executed by the President.  The Vice President shall also perform such other duties as the Board of Trustees may require. 

              Section 3.  The Secretary shall take and keep records of all meetings of the Board of Trustees, conduct such correspondence of the Corporation as may be designated by the President, perform the usual duties of his or her office and perform such other duties as the Board may require.  On the expiration of his or her term of office, he or she shall turn over to his or her successor or to the Board of Trustees, all property, books, papers, and moneys of the Corporation in his or her hands. 

              Section 4.  The Treasurer shall be the custodian of all funds and securities in other corporations and similar property belonging to the Corporation and shall do the same as may be ordered by the Board of Trustees.  He or she shall keep accurate financial accounts and hold the same open for examination of the Trustees.  On the expiration of his or her term of office, he or she shall turn over to his or her successor or to the Board of Trustees, all property, books, papers, and moneys of the Corporation in his or her hands. 

              Section 5.  The Board of Trustees may also elect one or more Assistant Secretaries, and one or more Assistant Treasurers, who shall perform the duties of the Secretary and Treasurer, respectively, in the case of the absence or disability of such Secretary or Treasurer, together with such duties as the Board of Trustees may from time to time prescribe.  The power of such officers to execute all authorized deeds, mortgages, bonds, notes, contracts, and other obligations in the name and on behalf of the Corporation shall be coordinated with like powers of the Secretary and Treasurer, respectively, and any such instrument so executed by any Assistant Secretary or Assistant Treasurer shall be as valid and binding as though executed by the Secretary or Treasurer, as the case may be.  Such other offices as the Board of Trustees may elect, shall have such powers and duties as the Board of Trustees may from time to time prescribe. 

              Section 6.  The Board of Trustees is authorized to delegate the duties of any officer to any other officer and generally, to control the action of the officers and to require the performance of duties in addition to those mentioned herein. 

ARTICLE VII

Indemnification of Trustees and Officers

              Section 1.  Each trustee and officers of the Corporation (and his or her heirs, executors, and administrators) who is made a party to any litigation, action, suit, or proceeding (whether civil, criminal, or administrative) by reason of his or her being or having been a trustee or officer of the Corporation or a trustee, director, or officer of any other corporation which he or she served at the request of the Corporation, shall be entitled to be indemnified by the Corporation against the reasonable expenses actually incurred by him or her in connection with the defense of such litigation. 

              Section 2.  “Expenses” shall be deemed to include fines and penalties imposed on such person, and amounts paid upon a plea of no contest or similar plea or in compromise or settlement of the litigation or in satisfaction of judgments, if, and only if, such indemnification, and the amounts to be indemnified against, are approved as being reasonable in the circumstances by (i) the vote of a majority of the Trustees of the Corporation in office if such majority are not involved in any such litigation, or (ii) a court of competent jurisdiction.  The foregoing right of indemnification shall not be exclusive of other rights to which such person, his or her heirs, executors, or administrators, may be entitled.

ARTICLE VIII

Amendment to By-Laws

              Section 1.  These by-laws may be amended by a 2/3 vote at any meeting of the trustees, provided that the notice of said meeting stated the consideration of the amendment to be the purpose or a purpose of the meeting. 

Revised January 11, 2010