By Laws

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Article I—name and purpose

Section 1: Name: The name of the organization shall be North Canton Community

Growth Association. It shall be a nonprofit organization incorporated under the laws of

the State of Ohio.

Section 2: Purpose: North Canton Community Growth Association is organized

exclusively for charitable, scientific and educational purposes.

The purpose of this corporation is: To support and promote activities and programs

beneficial to the public interest in North Canton, including but not limited to, attraction of

new businesses and residents, helping eliminate community deterioration, educating the

community on sustainability issues, preserving the integrity of our neighborhoods,

reducing the burdens of government and encouraging private development initiatives.

Article II—Membership

Section 1—Membership: Membership shall consist of a board of directors.

Article III—Board of Directors

Section 1—Board role, size and compensation: The board is responsible for overall

policy and direction of the association, and delegates responsibility of day-to-day

operations to the staff and committees. The board shall have up to 10, but not fewer than

6 members. The board receives no compensation.

Section 2—Terms: All board members shall serve two-year terms, but are eligible for reelection

for up to five consecutive terms.

Section 3—Meetings and Notice: The board shall meet at least quarterly, at an agreed

upon time and place. An official board meeting requites that each board member have

written or electronic notice at least one week in advance.

Section 4—Board elections: During the last quarter of each fiscal year of the corporation,

the board of directors shall elect Directors to replace those whose terms will expire at the

end of the fiscal year. This election shall take place during a regular meeting of the

directors, called in accordance with the provisions of these bylaws.

Section 5—Election procedures: New directors shall be elected by a majority of directors

present at such a meeting, provided there is a quorum present. Directors so elected shall

serve a term beginning on the first day of the next fiscal year.

Section 6—Quorum: A quorum must be attended by at least half of the board members

for business transactions to take place and motions to pass.

Section 7—Officers and duties: There shall be three officers of the board, consisting of a

president, vice-president and secretary/treasurer. Their duties are as follows:

The president shall convene regularly scheduled board meetings, shall provide or

arrange for other members of the executive committee to preside at each meeting

in the following order: vice-president, secretary/treasurer.

The vice-president shall chair committees on special subjects as designated by the


The secretary/treasurer shall be responsible for keeping records of board actions,

assuring that corporate records are maintained, assist in the preparation of the

budget and make financial information available to board members and the


Section 8—Vacancies: when a vacancy on the board exists mid-term, the

Secretary/treasurer must receive nominations for new members from present board

members two weeks in advance of a board meeting. These nominations shall be

distributed via mail or electronic manner to board members with the regular board

meeting announcement, to be voted upon at the next board meeting. These vacancies will

be filled only to the end of the particular board member’s term.

Section 9—Resignation, termination and absences: Resignation from the board must be

in writing and received by the Secretary/treasurer. A board member shall be terminated

from the board due to excess absences, specifically more than two unexcused absences

from board meetings in a year. A board member nay be removed for other reasons by a

three-fifths vote of the remaining directors.

Section 10—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 by mail or electronic means at least one week in advance.


Section 1—Committee formation: The board may create committees as needed. The

president appoints all committee chairs.

Section 2—Executive Committee: The three officers serve as the members of the

executive committee. Except for the power to amend the Articles of Incorporation and

bylaws, the Executive Committee shall have all the powers and authority of the board of

directors in the intervals between meetings of the board, and is subject to the direction

and control of the full board.

Section 3—Finance Committee: The secretary/treasurer is the chair of the Finance

Committee, which includes three other members. The Finance Committee is responsible

for developing and reviewing fiscal procedures, fundraising plans, and the annual budget.

The board must approve the budget and all expenditures. Any major change in the budget

must be approved by the board or the Executive Committee. The fiscal year shall be the

calendar year. Annual reports are required to be submitted to the board showing income,

expenditures, and pending income. The financial records of the organization are public

information and shall be made available to the membership, board members and the



Section 1—Executive Director: The executive director is hired by the board. The

executive director has day-to-day responsibilities for the organization, including carrying

out the organization’s goals and policies. The executive director will attend all board

meetings, report on the progress of the organization, answer questions of the board

members and carry out the duties described in the job description. The board can

designate other duties as necessary.


Section 1—Amendments: These bylaws may be amended when necessary by two-thirds

majority of the board of directors. Proposed amendments must be submitted to the

Secretary/Treasurer to be included with regular board announcements.


These bylaws were approved at a meeting of the board of directors by a two-thirds

majority vote on