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Proposed Revised Bylaws – Changes in Bold Print


Draft  February 2018



SECTION I The name of this organization shall be The Hartwell Improvement Association, Inc. referred hereinafter as “HIA” or “Association”.

SECTION II The mailing address of the HIA shall be P.O. Box 15608, Cincinnati, OH 45215-0608.




SECTION I To provide a forum for those persons interested in promoting the general welfare of the neighborhood of Hartwell within the City of Cincinnati, Ohio.

SECTION II To educate the residents and businesses of the neighborhood as to the issues, public and private, which confront them.

SECTION III To foster pride and involvement in the affairs of the neighborhood.

SECTION IV   This association is organized exclusively for charitable, religious, educational and scientific purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).  No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposed set forth in this Article.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by: (A) corporation exempt from federal income tax under §501(c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or, (B) corporations contributions to which are deductible under §170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

SECTION V HIA shall in no way discriminate against any individual for membership or hiring in violation of any federal, state or local laws.




For Association purposes, the neighborhood of Hartwell shall be considered a community within the corporate limits of the City of Cincinnati, Ohio, the geographical boundaries of which community are defined by the City Planning Commission of Cincinnati in a document entitled Definition of Neighborhoods, or the Hartwell Business District as defined by the Neighborhood Business District Plan, as approved on April 25, 2012, or any document or successor document thereto.




SECTION I Any person (who is at least 17 18 years of age in the case of natural persons) who owns property in Hartwell, or who resides in Hartwell, or who is a principal owner or operator of a business or institution or a business entity having its principal office within the boundary as described in Article III.

SECTION II The membership of this Association shall be composed of resident members and affiliate members.

SECTION III Persons eligible shall become members upon their presentation to the Membership Secretary of their name and the address of the Hartwell property they own, or reside in, or the address of the business or institution in which they are a principal owner or operator or a business entity having its principal office within the boundary as described in Article III and upon payment of annual dues, if assessed.

SECTION IV The membership may assess dues as a requirement for membership. Such assessment, if any, shall be decided upon at each Annual Meeting of the Association.  The new dues shall be payable at the member’s yearly membership expiration date.

SECTION V Any member may resign from membership by requesting the Membership Secretary to remove his, or her, or its name from the membership list.

SECTION VI Any member can be removed from a meeting when that member’s conduct is so disruptive as to keep the membership from its deliberation or voting.

SECTION VII Resident Members shall be defined as those individuals who reside within the boundary as defined in Article III and have paid their annual dues.  Resident members are eligible to:

  1. Vote in Association elections.
  2. Make and/or second motions before the Association
  3. Vote on motions before the Association
  4. Serve as committee chairpersons
  5. Be nominated for any office provided they have, during the previous twelve months:
    1. Attended at least three regular meetings of the Association
  6. Been
    1. a resident member of the Association
  1.  Per City of Cincinnati Neighborhood Support Program Ordinance 220-  1989,  five Hartwell residents (regardless whether such persons are Members) may require a special  vote at the annual meeting of the Association to determine whether persons other than Hartwell residents shall continue to have voting privileges or be eligible to hold office.

SECTION VIII Affiliate Members Non Resident Members shall be defined as those individuals who have paid their annual dues but do not reside within the boundary as defined in Article III.      

Affiliate Members Non-Resident Members shall be eligible to:

  1. A) Attend regular meetings of the Association




SECTION I Regular meetings of the Association shall be held on the third Tuesday of each month, except December, at a time and place designated by the membership by resolution at the annual meeting.  This resolution shall be considered adequate notice to all members of regular meetings of the Association in accordance with section 1702.18 of the Ohio Revised Code.

SECTION II Special meetings of the Association may be called by the President, or by a majority of the Board of Trustees, or by twenty-five (25) members. When a special meeting is called by any of the parties above, the Corresponding Secretary of the Association shall be notified of the time, date and place of the meeting.  The Corresponding Secretary shall then make a reasonable attempt to contact each member to notify him or her of the meeting.

SECTION III No meeting of the Association shall be held outside Hartwell, and meetings shall be scheduled on a day and at a time calculated to permit as many members as possible to attend.

SECTION IV Ten (10) members present at any meeting shall constitute a quorum for business.

SECTION V For purpose of §1702.16 of the Ohio Revised Code, the regular meeting held in May of each year shall be deemed the Annual Meeting of the Association.

SECTION VI Meetings shall be conducted in accordance with Roberts Rules of Order, Revised.

SECTION VII    Per NSP Ordinance 220-1989, all proposals for funding by the Neighborhood Support Program of the City of Cincinnati shall be presented at a meeting open to all Neighborhood Residents at which all Neighborhood Residents, whether or not members of the Association shall be entitled to one (1) vote per resident.




SECTION I The Board of Trustees of the Association, referred hereinafter as the “Board”, shall be composed entirely of the following officers of the Association:

  1. President
  2. Vice-President
  3. Recording SecretaryCorresponding Secretary
  4. Treasurer
  5.   Two Three Members-at-Large

SECTION II The Board shall have the power to transact all business of the organization between meetings.

SECTION III Individually, the Officers of the Corporation shall perform the same duties with respect to the Board as they do with regard to the Association.  Their terms of membership on the Board shall be concurrent with their terms as Officers, and they represent HIA in a reasonable and ethical manner.

SECTION IV Regular meeting of the Board, if any, will be determined by the Board. Any member of the Board may call special meetings but must make a reasonable effort to contact all other members of the Board as to the time, date, and place of the meeting.  All meetings are open to HIA members.

SECTION V The quorum for any meeting of The Board shall be a simple majority of the Board.

SECTION VI The Board may adopt such other rules as it deems necessary to conduct its business.




SECTION I The officers of the Association shall be a President, a Vice-President, a Recording Secretary, a Corresponding Secretary, a Treasurer and two three Members-at-Large.  Only one member of a household is eligible to be an officer and all officers must be members of the Association. The term of office for each officer shall be one year.  All officers are expected to represent HIA within an ethical and reasonable manner

SECTION II Officers shall be elected at the annual meeting (May).  Nominations will be taken from the floor and a secret ballot will be utilized.  The newly elected officers shall assume their duties at the first meeting following their election.

SECTION III Any officer can be removed from office at any regular meeting of the Association by a three-fourths (3/4) vote of the members present, a quorum being established, provided that the officer whose removal is sought is notified in writing of the allegations make against him or her and by whom they are made.  The notice shall be sent by certified U.S. Mail to the officer’s address as stated on the membership list at least twenty-one (21) days prior to the meeting in which the vote and removal is to be taken.

SECTION IV The President shall preside at all meetings of the Association, and shall do so in a fair and impartial manner; shall make appointments to all committees as may be created by him or her, or the Board, or the membership; and shall give signature when necessary.

SECTION V The Vice-President will engage in such other duties as the President may elect.  Upon the death, resignation or removal from office of the President, the Vice-President will become President of the Association.  In such case, the membership shall elect a new Vice-President at the next regular meeting of the Association.

SECTION VI The Recording Secretary shall maintain the official copy of this Code of Regulations as well as all other official documents of the Association, shall record the minutes of all meetings of the Association, and shall read them when called upon, and shall notify the committee of matters referred to them.

SECTION VII The Corresponding Secretary shall prepare all official correspondences for the President’s signature, or the signature of another officer if appropriate and send the correspondences.

SECTION VII   SECTION VIII The Treasurer shall maintain accurate financial records of the Association and report them when called upon to do so; shall receive all monies paid to the Association and deposit them in the appropriate accounts and shall make all disbursements as are authorized by the membership or Board of Trustees.  In any transition of Treasurers, the financial records of the Association shall be audited by a third party.

SECTION VIII   SECTION IX The Member-at-Large, Membership Secretary, shall maintain an accurate role of members, conduct member correspondence and perform one membership drive each year.

SECTION IX     SECTION X   The Member-at-Large, ____________, who may be responsible for web maintenance.

SECTION IX      A Member-at-Large may be given other duties deemed important for the Association by the president.

SECTION XI X Except for the office of President, vacancies in any office shall be filled by nomination and vote of the membership at the next regular meeting of the Association after the vacancy occurs.




SECTION I The numbers, names and duties of the STANDING COMMITTEES for any given year shall be determined by the officers.  Standing committees may be continued from year to year, or disbanded as the situation requires in the opinion of the majority of the officers.

SECTION II All HIA committees are subject to the Board of Trustees and shall undertake no actions unless specifically directed to do so by the Board.  




Upon the dissolution of HIA, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Hamilton County exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.




HIA will neither sell nor distribute member’s information and will take reasonable precautions to protect the privacy of its member’s information.




Proposed amendments to this Code may be presented at any regular meeting of the Association.  It shall be written and read to the membership upon presentation.  They shall then be published in the Association’s newsletter, if any is published, prior to the next meeting of the Association.  They shall be adopted if agreed to by three-fourths (3/4) of those members at the next regular meeting, a quorum having been established.  Amendments to the proposed amendments shall be presented in writing and may be considered and adopted at the regular meeting then considered the original proposal.