Section 1.01. General Powers.
All of the authority of the organization shall be exercised by or under the direction of its Commissioners.
Section 1.02. Size of Commission.
The number of Commissioners shall be no less than eight and no more than twenty-five, but such number may be increased to such number as deemed desirable by the Commissioners, such change to be by amendment to these By-Laws in the manner set forth in Article Four.
Section 1.03. Term of Office.
Each Commissioner shall hold office until a successor shall have been appointed and qualified, or until his or her earlier resignation, removal from office, or death.
Section 1.04. Nomination, Election and Confirmation of Commissioners.
A. Commissioners will be nominated by a membership committee and elected by a majority vote of the current members. A strong attempt will be made to maintain the relative balance of Commission members among various interests, including manufacturing (business), public interest (at large), academic, and government.
B. Immediately after the election of any person as a Commissioner, the Secretary shall transmit the name and qualifications of such person to the Director of the Ohio Environmental Protection Agency (Ohio EPA). On the date the Director of Ohio EPA confirms the election by appointing the person, in writing, as a commissioner, the election shall be final and such person’s term as a Commissioner begins.
Section 1.05. Removal.
A Commissioner may be removed from office, with or without assigning any cause, only (a) by the three-quarters vote of all the Commissioners, or (b) if such Commissioner fails to attend four consecutive, scheduled meetings of the Commission.
Section 1.06. Voting.
Each Commissioner shall be entitled to one vote on each matter properly submitted to the Commissioners for their vote, consent, waiver, release or other action.
Section 1.07. Annual Meetings.
The annual meeting of the Commissioners shall be held on the second Thursday of January of each year at 1:30 p.m., or on such other date and time as the Commissioners from time to time by resolution may provide.
Section 1.08. Regular Meetings, Special Meetings.
Regular meetings of the Commission shall be established by the Board periodically, as they deem necessary, with the meeting dates and time to be agreed upon by them. Oral notification of the dates of the regular meetings shall be deemed proper notice of the meetings. A special meeting of the Commission may be called by the Chairperson or any two Commissioners.
Section 1.09. Notice, Meetings Place.
Meetings of the Commissioners may be held at any place within or without the State of Ohio, and may be conducted by means of telephone equipment if all persons participating can hear each other. No additional notice beyond oral notification of the date and time for a regular meeting need be given. Notice of the time and place of each special meeting of the Commissioners shall be given to each Commissioner at least two days before the meeting.
Section 1.10. Quorum.
A majority of the Commissioners shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn the meeting. Unless otherwise required by law, the act of a majority of the Commissioners present at any properly convened meeting at which there is a quorum shall be deemed to the act of the Commission.
Section 1.11. Compensation.
Commissioners shall not receive any stated compensation for their services.
Section 1.12. Action without a Meeting.
Any action which may be authorized or taken at a meeting of the Commission may be authorized or taken without meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the Commissioners who would be entitled to notice of a meeting for such a purpose.
Section 1.13. Proxies.
At any meeting of the Commissioners, a commissioner entitled to vote may vote by proxy executed in writing by the Commissioner or by his or her duly authorized attorney-in-fact.
Section 1.14. Open Meetings.
Every meeting of the Commission and its committees shall be open to the public.
Section 2.01. Officers.
The officers of the organization shall be a Chairperson, a Vice Chairperson, and a Secretary.
Section 2.02. Qualifications.
The Chairperson and the Vice Chairperson shall be members of the Commission.
Section 2.03. Election and Term of Office.
Except for the Secretary, the officers of the organization shall be elected annually by the Commissioners at the regular annual meeting of the Commissioners. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.
Section 2.04. Removal.
Any officer elected or appointed by the Commissioners may, however, be removed by the affirmative vote of as majority of the Commissioners with or without cause whenever in its judgment, the best interests of the organization would be served thereby.
Section 2.05. Vacancies.
A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Commissioners at any special or regular meeting, for the unexpired portion of the term.
Section 2.06. Chairperson.
The Chairperson shall be the principal executive officer of the organization and shall, in general, supervise and control all of the business and affairs of the organization. He or she shall preside at all meetings of the Commissioners.
Section 2.07. Vice Chairperson.
The Vice Chairperson shall preside at all meetings of the Commissioners when the Chairperson is absent. The Vice Chairperson shall have such other powers and perform such other duties as shall be prescribed by the Commissioners or by the Chairperson.
Section 2.08. Secretary.
The Secretary shall keep the minutes of the meetings of the Commissioners, and keep a register of the post office address of each Commissioner which shall be furnished to the Secretary by such Commissioner, and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairperson or by the Commissioners. The Secretary shall be the Director of Ohio EPA or his or her designate.
The Commissioners shall have the power to make, amend and repeal the By-Laws by the affirmative vote of a majority of the Commissioners.
Commissioners are nominated to serve based on their knowledge of and active involvement in environmental issues in Hamilton County. This active involvement often may include employment with public or private organizations affected by Commission activities. Commissioners will disclose any potential conflict of interest due to a financial interest or employer interest in actions of the Commission. However, no Commissioner shall be required to abstain from the discussion or voting on an issue due to a conflict of interest.
To the extent not otherwise specified in the By-Laws, Roberts Rules of Order will govern proceedings of the Commission and its committees.