ARTICLE I
Name
Section 1: The name of this Association shall be “The Greater Cleveland Association of Building Owners and Managers.” (Amended 2-27-86)
ARTICLE II
Objects
Section 1: The objects of this Association shall be the mutual benefits to be derived from the cooperation and association of member representatives and the advantages to be secured through the exchange of ideas and experience in connection with the construction, maintenance and operation of buildings; concerted action by the members and the organization in the field of legislation, taxation, insurance and other matters affecting the properties of the members; and, the affiliation of the membership of this Association with the Building Owners and Managers Association International. (Amended 2-27-86)
ARTICLE III
Membership
Section 1: Regular Memberships – Any approved building housing predominantly public or private commercial tenants or any approved buildings used predominantly by its ownership for its own purposes shall be classified for membership in this Association as a Regular Member. Regular Memberships can be further defined as Urban or Suburban. Urban Memberships are defined as those buildings located within the Central Business District of the City of Cleveland. Suburban Memberships are defined as those buildings located outside of the Central Business District.
Any approved business building which shall be designated by the Board of Directors as a “special purpose building” shall also be eligible for membership in this Association as a Regular Member.
The Board of Directors shall prepare and maintain in the office of this Association a list of commercial and other business buildings which are eligible for memberships in the Association. Indicated shall be the type of membership applicable thereto. Such business buildings shall be situated in Metropolitan Cleveland as the Board of Directors may designate. (Amended 2-27-86)
An applicant must put his largest building or facility (based on rentable square footage) located in the Greater Cleveland area up for membership and not a smaller building facility or an affiliate service company. An owner located in downtown Cleveland must maintain all properties located in the central business district as Regular Members. (Amended 1-18-90)
Section 2: Qualifications of Regular Membership Representatives – A person, firm or corporation who owns or who as agent, manager, director, receiver, trustee or major tenant is engaged in the management of an approved office building or other business building shall be eligible to represent such building upon its admission to membership in this Association. Such person, firm, or corporation shall designate in writing the individual or individuals appointed to represent such member building. Not more than two appointees shall represent any one building; however, one appointee may represent more than one building. (Amended 12-15-76)
Section 3: Associate Membership – A person, firm or corporation engaged in the manufacture or sales of services, supplies and materials used in the operation of member buildings and not otherwise eligible for membership, shall be eligible in the Association under this classification. Such members shall designate in writing one representative who shall have all the privileges and duties of a Class A representative except that he may not vote or hold office. The Associates Council may designate one of its members to sit as a voting member of the Board of Directors. (Amended 2-27-86)
Section 4: Life Membership – The Board of Directors may, when desirable, recommend to the membership of this Association for its consideration the granting of Life Membership in this Association to such individuals as may be eligible to same.
Upon such recommendation by the Board of Directors, Life Membership may be voted by a two-thirds vote of the entire membership to an individual who was formerly a representative of a member building, and not otherwise eligible for membership, and who contributed meritorious services to the Association. Such member shall have all the privileges and duties of other members except that he may not vote, hold office or be obligated to pay dues.
ARTICLE IV
Officers, Directors & Committees
Section 1: Officers – The officers of The Greater Cleveland Association of Building Owners and Managers shall consist of a Chair, a Chair Elect, a Vice Chair, and a Secretary/Treasurer, each of whom shall hold office for a term of two years or until his successor is elected and qualified. An Executive Vice President, Assistant Secretary and Assistant Treasurer may be appointed by the Board of Directors at its discretion as provided hereinafter in ARTICLE XIV, Section 1.
Section 2: Board of Directors – The Government of the Association shall be vested in the Board of Directors consisting of not more than thirty (30) members who shall be elected by the members at any annual or special meeting called for such purpose. The first Board of Directors following adoption hereof shall be elected in the following manner: seven persons to be elected for a three-year term; seven persons to be elected for a two-year term; seven persons to be elected for a one-year term. Thereafter, seven persons shall be elected (to three-year terms) as Directors annually. (Amended 2-27-86)
Three additional personnel may be elected as Directors by the membership for a term of one year.
Directors shall have equal voting power. (Amended 12-15-76)
Section 3: Executive Committee – The Executive Committee shall be composed of the elected officers and any members of the Board of Directors so designated by the Board of Directors and shall exercise such authority as may from time to time be delegated to it by the Board of Directors.
ARTICLE VDuties of Officers
Section 1: Chair- The Chair shall be the chief executive officer of the Association and, subject to the approval of the Board of Directors, shall have the general control and supervision of its objects and affairs. He shall preside at all meetings of the Association and appoint all committees unless otherwise instructed by the Board of Directors. He shall make an annual report showing the condition of the affairs of the Association and make such recommendations as to future activities and policies of the Association as he thinks proper and submit same to the Board of Directors at its meeting next preceding the Annual Meeting of the Association, and shall, from time to time, bring before the Board of Directors such information as he may desire and as may be required, touching the objects, management, and property of the Association. He shall be ex officio a member of all committees of the Association.
Section 2: Chair Elect and Vice Chair – The Chair Elect and Vice Chair, in their respective order, shall perform the duties of the Chair when he is absent or unable to serve and shall perform such other duties as may, from time to time, be delegated to them by the Chair or the Board of Directors.
Section 3: Secretary/Treasurer – The Secretary/Treasurer shall give due notice of all meetings of the Membership and of the Board of Directors. He shall have general charge of all correspondence and records and keep all minutes. He shall have charge of the seal and charter, and shall deliver to his successor records and documents, fully listed, taking a receipt for the same. He shall keep the membership book.
He shall be the custodian of all funds belonging to the Association. He shall keep full and accurate accounts of the receipts and disbursements in books belonging to the Association, and shall deposit all moneys and other valuable effects in the name of and to the credit of the Association in such depository as may be designated by the Board of Directors.
He shall make such disbursements for the Association as may be ordered by the Board of Directors, and take proper vouchers for such disbursements; and shall render to the Board of Directors whenever they may require an account of all his transactions as Secretary/Treasurer and an account of the financial condition of the Association. All disbursements shall be approved by either an elected Officer, or the Executive Vice-President, but payments exceeding five hundred dollars ($500.00) shall be approved only by an elected Officer, and payments exceeding one thousand dollars ($1,000.00) shall require the approval of two (2) elected Officers.
At the last regular meeting of the Board of Directors preceding the Annual Meeting of the Association, he shall present his accounts for the current year, which may be audited by a certified public accountant if designated by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the Secretary/Treasurer, before taking over the moneys and assets of the Association, shall furnish to the Association an indemnity bond of a responsible insurance company approved by the Board of Directors, the amount of bond to be fixed by said Board and the cost thereof to be defrayed by the Association.
Section 4: Executive Vice-President, Assistant Secretary and Assistant Treasurer – The Executive Vice-President, Assistant Secretary and Assistant Treasurer shall perform such duties as may, from time to time, be delegated to him by the Chair, the Secretary/Treasurer, the or by the Board of Directors.
ARTICLE VI
Fiscal Year
Section 1: The fiscal year of this Association shall end on the 31st day of December of each year. (Amended 11-26-74)
ARTICLE VII
Election of Directors and Officers and Appointment of Nominating Committees
Section 1: Directors – The election of Directors shall take place at the Annual Meeting of the Association.
Section 2: Nominating Committee – Thirty days or more prior to the date of the Annual Meeting of the Association the President shall appoint a Nominating Committee of five members of the Board of Directors. It shall be the duty of this Committee to nominate the number of candidates for the Board of Directors of the Association for the ensuing year to fill the vacancies which will occur at the next Annual Meeting of the Association, and to report same to the Secretary/Treasurer within fifteen days after the appointment of said Committee. The Secretary/Treasurer shall, not less than ten days in advance of the next Annual Meeting, send notices of such nominations to each member representative of the Association eligible to vote. (Amended 2-27-86)
Section 3: Additional Nominees – Any five regular member representatives of the Association eligible to vote may also nominate candidates for the Board of Directors by delivering their signed petition to that effect to the Secretary/Treasurer at least five days before the Annual Meeting. The Secretary/Treasurer shall promptly send notice of such additional nominations to each member representative of the Association eligible to vote.
Section 4: Eligibility – The Chair of the Association shall be included by the Nominating Committee as a nominee for membership on the Board of Directors for the year succeeding his term as Chair.
No representative of a member whose dues or assessment are unpaid shall be eligible.
Section 5: Election of Officers – At the Annual Meeting of the Board of Directors, the Directors shall elect from among their own number a Chair, a Chair Elect, a Vice Chair, and a Secretary/Treasurer of the Association, each of whom shall assume the duties of the office to which he has been elected on the first day of January following the election. (Amended 2-27-86)
Section 6: All vacancies in office or in the Board of Directors may be filled for the remainder of any term by appointment by the Board of Directors.
ARTICLE VIII
Meetings
Section 1: Annual Meetings – The Annual Meeting of the Association shall be held each year at such time and place as may be selected by the Board of Directors. A notice of such Annual Meeting shall be sent by the Secretary/Treasurer to the members not less than ten days preceding the date thereof. (Amended 2-27-86)
Section 2: Membership Meetings – Meetings of the Association shall be held at least quarterly and at such other times as shall be designated by the Board of Directors. Notice of such meetings must be sent to the membership at least ten days before the meeting.
Section 3: Special Meetings – Special meetings of the Association may be called at any time by the Chair or, in his absence, by the Chair Elect and, in the absence of the Chair Elect, by the Vice Chair, or, shall be called upon the written request of five Directors or any five regular member representatives of the Association, provided, however, that notice shall have first been sent to the member representatives of the Association at least ten days before the meeting, stating the object and purpose of the meeting.
Section 4: Board of Directors – Meetings of the Board of Directors shall be held at such intervals and at such time and place as the needs of the Association, in the opinion of the Directors, shall require, but in no event shall there be less than one meeting each month for any nine months of each calendar year, which meetings shall be designated as the regular meetings and shall be held on a date each month designated by the Directors. Any other meetings called shall be at the discretion of the Chair or by any three or more Directors. The Secretary/Treasurer shall notify the Directors of such meeting whenever requested to do so by the Chair, or when so requested in writing by the Directors desiring the meeting. A written notice distributed to each Director forty-eight hours in advance (Sundays and Legal Holidays excepted) shall be deemed sufficient notice of any meeting. (Amended 2-23-89)
Section 5: Quorum – Fifteen regular member representatives of the Association in good standing and eligible to vote shall constitute a quorum for the transaction of business at any Association meeting and one half of the members of the Board of Directors shall constitute a quorum for the transaction of business of the Board of Directors.
ARTICLE IX
Voting
Section 1: Only one appointed member representative shall be eligible to cast the vote for and on behalf of any one member building. Every member building shall be entitled to one vote for each minimum annual dues and assessments paid. Any fractional part thereof shall not be eligible for vote. (Amended 2-27-86)
ARTICLE X
Subdivisions
Section 1: The Board of Directors shall have power to organize groups of subdivisions within the membership of the Association, such groups or subdivisions to be composed of member representatives interested in approved buildings of different classes of utility or occupancy and/or approved buildings located in the several business sub centers.
ARTICLE XI
Compensation of Members
Section 1: The consideration for services rendered the Association by any and all officers or member representatives thereof shall be the benefit derived from membership in the Association and no compensation shall be paid for any such service except as provided hereinafter in ARTICLE XIV, Sections 1 and 2.
ARTICLE XII
Election to Membership
Section 1: Applicants – Applicants eligible for membership, upon submitting a written application and payment of dues, may be admitted to membership.
Section 2: Termination – The membership of any building may be terminated upon a majority affirmative vote of all members of the Board of Directors.
ARTICLE XIII
Dues and Assessments
Section 1: Dues – Every member of the Association shall pay toward the expense of the Association an annual dues and/or assessment in accordance with a schedule which shall be adopted from time to time by the Board of Directors. Such dues and/or assessments shall become due and payable in full on January 1st of each year, or at such date as the application for membership be accepted by the Board of Directors. For the convenience of members, dues may be paid in quarter installments. (Amended 11-26-74)
Section 2: Termination – Upon failure to pay the dues as provided for during the current fiscal year of the Association or within thirty (30) days after written demand authorized by the Board of Directors, the membership of any member building may be terminated upon action of the Board of Directors and shall not be reinstated except upon vote of the Board of Directors and payment of all assessments in arrears.
ARTICLE XIV
Office Staff
Section 1: Appointment and Compensation – The Board of Directors may annually, or as often as a vacancy shall occur, appoint an Executive Vice-President, Assistant Secretary and Assistant Treasurer of the Association to hold office for such term as the Board may specify or during the pleasure of the Board. The Executive Vice-President, Assistant Secretary and Assistant Treasurer shall receive as compensation for his services such salary as may be fixed by the Board of Directors from time to time.
Section 2: Termination – The Board of Directors may from time to time appoint, or terminate the services of such agents or employees as it may desire and shall prescribe their respective duties and compensation, if any, and may authorize the officers or any of them to employ such additional assistants as may be necessary in conducting the business of the Association.
ARTICLE XV
Discipline of Members
Section 1: Expulsion or Suspension – Any member may be expelled or be suspended for a stated period, for cause, but only in accordance with the following procedure: Three accusing member representatives shall sign a petition which shall specify the charges against the member. The Board of Directors shall consider such charges, give the accused member representative an opportunity to be heard before it in the presence of at least one of the accusers, hear such evidence as it may require and then make a prompt report thereof with recommendations to the Secretary/Treasurer. The Secretary/Treasurer shall, at least ten (10) days in advance thereof, notify the members of the time, place and purpose of a meeting of the Association at which the matter is to be acted upon. At such meeting, expulsion or suspension of such accused member may be accomplished by a two-thirds vote of a quorum present. In the event of expulsion or suspension under the foregoing procedure, there shall be no refund of any dues or assessments paid by the expelled or suspended member.
Section 2: Director as Accuser or Accused – In the event that a Director shall be the accuser or the accused, then it shall be the duty of the Chair to appoint a member representative to serve temporarily in his stead. In the event of similar disability of the Chair, a Chair Elect shall act in his stead.
Section 3: Petitions – Any petition to the Board of Directors under the preceding sections of this Article shall be delivered within sixty (60) days of the time the complaining member learns of the facts on which the complaint is based. The Board of Directors shall take no cognizance of any complaint not made within the specified period.
ARTICLE XVI
Resignation of Membership
Section 1: Membership shall cease, subject to the provisions of Article XII, and without any proration or refund of dues, if a resignation in writing is presented to the Association and all dues and assessments then due and payable are paid in full.
ARTICLE XVII
Governing Authority
Section 1: Roberts’ Rules of Order shall govern all procedures with respect to the conduct of all meetings unless some other procedure is herein provided for.
ARTICLE XVIII
Amendments
Section 1: This Constitution and By-Laws may be amended at any meeting of the Association by two-thirds of a quorum of the member representatives eligible to vote and present at such meeting, provided that a copy of the proposed amendment shall first have been submitted to the Board of Directors in writing, which Board shall consider such amendment and shall make its recommendations thereon, and provided further that a written notice of the proposed change shall first have been submitted by the Secretary/Treasurer to each member representative of the Association, at least ten (10) days prior to the date of the holding of such meeting. It shall be the duty of the Secretary/Treasurer so to notify the member representatives of the Association, including in his notice a report of the recommendation of the Board of Directors upon such proposed amendment.
* * * * * *
Amended:
April 21, 1971
November 26, 1974
December 15, 1976
February 27, 1986
February 23, 1989
January 18, 1990
May 27, 1993
November 17, 2005
November 14, 2012
