NEONCOG's Mission

BY-LAWS
OF
NORTH EAST OHIO NETWORK

PREAMBLE

            WHEREAS, the Boards of Developmental Disabilities of 15 counties (6 charter counties plus 9 additional)have entered into an Agreement establishing a Regional Council of Governments pursuant to Chapter 167 of the Ohio Revised Code, known as the North East Ohio Network (NEON or Council), those charter counties participating in the Agreement being -- Columbiana, Geauga, Medina, Portage, Stark, and Trumbull and additional counties being  - - Ashland, Ashtabula, Cuyahoga, Lake, Lorain, Mahoning, Richland, Summit, and Wayne; and

            WHEREAS, said Boards have determined that they share common concerns and desire to provide the best possible services to persons with mental retardation and developmental disability in their respective counties; and

            WHEREAS, said Boards have determined that by cooperating with one another and coordinating their powers and duties with the establishment of a Regional Council of Governments, their respective counties' residents will be benefited and better served; and

            WHEREAS, the purpose of the NEON is to coordinate the powers and duties of the member Boards to better serve and benefit persons with mental retardation and developmental disability in each of NEON's counties; and

            WHEREAS, the Boards which have entered into the Agreement establishing NEON have duly appointed representativesto approve these By-Laws, and said representatives have met for the purpose of adopting these By-Laws in accordance with the Ohio Revised Code;

            NOW, THEREFORE, the following provisions, having been duly adopted and amended by the members of NEON,  shall constitute the By-Laws of NEON.

 

ARTICLE I
MEMBERSHIP

(a)      Eligibility for Membership.   Eligibility for Council membership shall be the Boards of Mental Retardation and Developmental Disabilities ("DD Boards" or "Boards") of the following counties:  Ashland, Ashtabula, Columbiana, Cuyahoga,  Geauga, Lake, Lorain, Mahoning, Medina, Portage, Richland, Stark, Summit, Trumbull, and Wayne. Any other County Board of DD may petition for membership to NEON and may be approved upon authorization of the current council members.

b)      Definition of Membership.   For purposes of these By-Laws, Council membership is defined as those DD Boards who have adopted a resolution joining the Council and who are in good standing as defined in these By-Laws and determined by the Council. A member is a county that avails themselves of at least one service offered by NEON.     A county Board must participate in two services to enable the Superintendent of the Board tohold an elected position within NEON.  The County Board of DD’s Board resolution concerning NEON must initially include a full year’s membership.  Each Superintendent, has one vote and is able to vote on any issue that directly affects the services offered by NEON, and may serve as the chair or member of a Council committee. 

(c)      Authorized Representative.   Each member Board shall appoint, by resolution, its Superintendent to act as the Board's authorized representative at Council meetings and in all Council business.  If a Superintendent is unavailable to serve in that capacity, that Board shall also, by Resolution, designate another authorized representative. Copies of the resolutions must be maintained on file with NEON. The alternate designee representing the Superintendent at Council meetings has one vote and is able to vote on any issue and serve on a committee. The alternate designee may not hold an elected position within NEON or serve as an alternate in place of an elected officer.

(d)      Suspension of Membership.   All rights and privileges of membership may be suspended upon any of the below listed events, as determined by a majority vote of the Council members.

  1. Failure to pay feesand/or other assessments or contract charges within sixty  (60) days of billing.
  2. Fraud.
  3. Any act contrary to the Council Agreement, the Council By-Laws, or to the best interests of the Council, as determined by the Council members.

Members who have been suspended are not in good standing and shall not vote or participate in council meetings during the term of their suspension.
(e)      Reinstatement from Suspension.   The Council, by a majority vote, may reinstate a member from suspension upon its determination that such member has timely and reasonably corrected the reason for the suspension or demonstrated a good faith effort in making the correction.

(f)      Expulsion from Membership.   A member can be expelled from NEON by a two-thirds (2/3) vote of the Council members. Expulsion may occur for the following reasons:

  1. Failure to pay fees and/or other assessments or contract charges within sixty (60) days of billing.
  2. Fraud.
  3. Any act contrary to the Council Agreement, the Council By-Laws, or to the best interests of the Council, as determined by the Council members.

At least two (2) weeks prior to an expulsion vote, the member being considered for expulsion shall be notified in writing by the President, of the Council's intention to vote on expulsion.  The member being considered for expulsion shall be given the opportunity to make a statement prior to the vote being taken.

 

ARTICLE II
MEETINGS OF MEMBERS

            Member Meetings.   Meetings of members should be held at least quarterly or as determined by a majority of members, at a location and time determined by the members at the beginning of the calendar yearor at a preceding meeting.

            Special Meetings.   Special meetings of the members may be called by the Executive Committee or by the President who shall designate the time and place of such meetings.

            Notice of Meetings.   Notice of all meetings will be by telephone, electronic notification, and/or a letter of reminder mailed by the President or the individual chairing the meeting, or their designee(s), at least five (5) working days prior to the meeting.  The notice shall contain the time, place and purpose of the meeting.

            Open Meetings.   Pursuant to Section 121.22 of the Ohio Revised Code, NEON meetings shall be open to the public, subject to the exceptions contained in Section 121.22(G).  The Council shall establish a policy setting forth a reasonable method whereby any person may determine the time and place of its meetings.

            Quorum.   A majority of the member superintendents or their authorized representatives shall constitute a quorum to transact business at any member meeting.  If a quorum of NEON is not obtained at a scheduled meeting, a meeting of the Executive  Committee may be called to manage, conduct, and vote on any business affairs of Council in accordance with Article VII of these By-Laws.

            Voting.   Voting shall be done by the authorized representative from each member Board.  Except as otherwise provided in these By-Laws, a majority vote of those present and eligible to vote on the issue under consideration at a meeting is required to approve any action.  A voting member not in attendance at a meeting may vote by proxy by providing a written authorization for a scheduled vote.

            Rules.   Meetings shall be conducted in a customary and orderly manner.

 

ARTICLE III
ELECTION OF OFFICERS, EXECUTIVE COMMITTEE

            At the organizational meeting each year, which shall be held in January, the members shall elect officers and members of the Executive Committee.  The Executive Committee shall consist of the officers.  All officers shall be Superintendents who participate in a minimum of two services.

 

ARTICLE IV
OFFICERS, EXECUTIVE COMMITTEE

            The Officers of the Council shall be a President, Vice-President, and Secretary/Treasurer.  Officers and Executive Committee members shall be chosen for a one (1) year term, and can be re-elected for succeeding terms.  Any member of the Executive Committee may be removed at any regular or special meeting upon the vote of two-thirds (2/3) of the Council members.  Executive Committee members shall serve without compensation from NEON.  However, expenses for required attendance at workshops may be remunerated according to the terms and conditions approved by the membership.

            In case a vacancy occurs for any Council Officer or Executive Committee member, a replacement shall be chosen at the next regular monthly meeting of the members.

 

ARTICLE V
DUTIES OF OFFICERS

            President.   The President shall preside at all meetings.  The President shall exercise, subject to the control of the members of the Council and the Executive Committee, general supervision over the affairs of the Council and shall perform generally all duties incidental to the office and such other duties as may be assigned by the Council and Executive Committee.  The President has the authority to create, appoint membership, and dissolve all Council committees.  The President, or Executive Director ifdesignated,  shall sign all contracts that NEON is a party to and as authorized by Council. 

            Vice-President.   The Vice-President shall perform all duties of the President in his absence or during his inability to act, and shall perform such other duties as may be assigned by Council and/or the Executive Committee. 

            Secretary/Treasurer.   The Secretary/Treasurer shall keep the minutes of all proceedings of the Council and Executive Committee and of the members and make a proper record of the same.  He shall keep such books as may be required and generally perform such duties as may be assigned to him by the Council and/or the Executive Committee.

            The Secretary/Treasurer shall also be the fiscal officer of the Council and shall have responsibility for the funds of the Council.  The Secretary/Treasurer may delegate any or all of the responsibilities outlined to the Executive Director or NEON’s fiscal officer.  He shall be responsible for the receipt, deposit, investment and disbursement of the Council funds, or the supervision thereof, as may be ordered by the membership or Executive Committee. When necessary or proper, he may endorse on behalf of the Council for collection, checks, notes and other obligations.  He shall make or supervise the making of monthly statements of Council accounts and such other statements as may be required by the Council or Executive Committee.  He shall maintain a full and accurate accounting of all monies received and paid on behalf of  the Council.  He shall perform such other duties as may, from time to time, be assigned to him by the Council and Executive Committee. The Secretary/Treasurer shall attend all training required by the State Auditor and/or State Treasurer to ensure the safe investment of funds.

            The President, Vice-President, and Secretary/Treasurer shall be bonded and said cost of  bonding shall be borne by the Council.

 

ARTICLE VI
AUTHORITY OF THE COUNCIL

            The Council has all the powers and authority vested in regional councils of government by Chapter 167 of  the Ohio Revised Code.  The Council may delegate any of these powers and authority to the Executive Committee.  The Council shall approve and/or ratify all actions taken by the Executive Committee.

 

ARTICLE VII
DUTIES OF EXECUTIVE COMMITTEE

The Council may delegate authority to the Executive Committee and the Executive Committee shall exercise all authority of the Council in the management and conduct of Council affairs, to-wit:

  1. Employee an Executive Director to perform day to day activities on behalf of the Council

  2. Promote cooperative arrangements and coordinate action among members as well as with other agencies and the local, Ohio and federal governments.

  3. Promote cooperative agreements and contracts among members as well as with other governmental, public and private agencies.

  4. Perform planning by:  (a) personnel of the Council; and/or (b) contracts between the Council and other public or private planning agencie

  5. Employ staff and contract for services of consultants and experts.

  6. Purchase and/or lease supplies, material, equipment and facilities deemed necessary and appropriate to carry out Council business.

  7. Approve expenditures and enter into contracts on behalf of NEON in accordance with the budgets approved by Council.  The Executive Committee may delegate the responsibility for entering into contracts as authorized by Council.

  8. The Executive Committee shall file a written report of any activities at each meeting of Council.

  9. The Executive Committee shall act on behalf of the Council in situations as determined by the Council officers as necessary in order to act in a timely manner and be responsive to the best interests of the Council.  Such timely and responsive actions shall be reported to the Council at the next regularly scheduled monthly or special membership meeting and ratified.

  10. Perform such other functions and duties as are necessary for dealing with problems of mutual concern.

            Meetings of the Executive Committee shall be held as needed, and on such dates and locations as the Executive Committee may designate.  Special meetings may be called at the request of the President or any two (2) of the voting members of the Executive Committee.  Executive Committee meetings shall require the presence of two (2) voting members for a quorum to transact business, and a majority vote of  those present at a meeting is required to approve any action.

 

ARTICLE VIII
FINANCIAL MATTERS

            Financial support for the Council shall be based on grants, fees for services rendered, donations/contributions, and other types of financial support, including but not limited to:

1. Grants:  The Council may actively pursue and apply for available grants.

2. Fees/Pricing for Purchase of Services:  The Council will set and collect reasonable fees for services rendered and pricing will be assessed on an annual basis.  Terms of payment shall be determined prior to the offering of any service.

3. Donations/Contributions:  Individual, business, community and private agency donations/contributions will be requested and accepted when available.

4. Membership Cost:  A member must purchase at least one service. In the event the Council experiences a shortfall in funds for any period as determined by the Secretary/ Treasurer, then  additional feesmay be required by majority vote of the Council membersat any regular or special  membership meeting.

5. Reimbursements/Allocations:  Funds, allocations, etc. received from local, state and/or federal sources.

 

ARTICLE IX
WITHDRAWAL FROM MEMBERSHIP

            Any member may withdraw from the Council or a specific serviceby formal action of its Board and upon submittal  of ninety (90) days written notice to the Council.  For withdrawal less than 90 days written days notice, a 2/3 vote of Council membership is required.  Upon the effective date of withdrawal, such members shall be released from all obligations and liabilities of the Council with the exception of the following: a) those obligations and liabilities stemming from a contractual arrangement when individuals from the withdrawing member's county are receiving benefits from the contract, or when the withdrawing member is a party to a contract;  b) obligations and liabilities stemming from contractual or other arrangements between the withdrawing member and NEON;  c) claims pending against NEON at the time of the withdrawal; and d) claims arising after withdrawal, but based on events occurring prior to withdrawal.  The withdrawing member shall receive a return of its tangible personal property that can be clearly and reasonably determined to be that of such former member and loaned to the Council.  The withdrawing member shall receive its share of the county's unexpended allocations and interest.  Any and all other monies, including any interest gained on the NEON operating account, membership fees, grants, and property shall remain that of the Council.

 

ARTICLE X
DISSOLUTION OF COUNCIL

(a)            Vote:  The Council may be dissolved by a two-thirds (2/3) vote of all Council members at any regular monthly membership meeting.  Prior to any vote on dissolution, each member shall receive at least forty-five (45) days' written notice from the President that the matter of dissolution will be voted upon.

(b)            Dissolving Council:  Upon an affirmative vote to dissolve the Council, the Council shall immediately cease to do business and shall only do such acts as are required to conclude its affairs.  The Executive Committee shall direct all pending business until all Council affairs are concluded.

(c)            Distribution of Assets:  At the conclusion of all Council affairs, any unclaimed assets remaining on the books shall be distributed according to the following schedule:

  1. All tangible personal property previously loaned or given to the Council that is clearly identified as to ownership shall be returned to the owner member.

  2. All remaining tangible personal property shall be sold at public sale in accordance with R.C. 307.12 by sealed bid.  The cash proceeds thereof shall be equally divided among all members after all liabilities, if any, have been satisfied.

  3. All unexpended monies from federal, state and local sources for servicesthat are not provided and will not be provided by the dissolution date will be returned.

  4. All remaining assets and other intangibles shall be equally divided among all members after all liabilities, if any, have been satisfied.

 

ARTICLE XI
COUNCILCOMMITTEES

            NEON may establish Ad Hoc Committees for any reason it deems appropriate.

 

ARTICLE XII
AMENDMENT PROCESS

            The By-Laws of the Council may be amended at any regular or special meeting of the Council at which a quorum is present.  Approval of an amendment requires a two-thirds (2/3) vote of the members present at the meeting.

 

ARTICLE XIII
GENDER NEUTRALITY

            All references in this Agreement designate both sexes, and wherever the male gender is used, it shall be construed to include both males and females.

 

ARTICLE XIV
EFFECTIVE DATE AND AMENDMENTS

            These By-Laws were duly adopted by a majority of the members of NEON, and became effective on April 16, 2010.

Resolution 04-10-04: To approve the By-Laws revisions as presented and recommended by the By-Laws Committee.

Motion by:  Greg LaForme
Thomas Armstrong-aye
Larry Duck-aye
Greg LaForme-aye
Elizabeth Prather-aye
Terrence Ryan-aye

Second:  Elizabeth Prather
Ed Stark-aye 
Amber Fisher-aye
Patrick Macke-absent
Don Rice-aye
John Tooley-absent           

 
William Devon-aye
James Jones-aye
Elfriede Roman-aye
William Green-aye
Anne Zeitler-aye

The chair declared the motion carried.

 

Signed by the duly authorized superintendent of the below listed County Boards of  Developmental Disabilities on the corresponding dates.

_______________________________________________
Superintendent                                                Date
James Jones, Ph.D. Ashland County Board of DD

 

_______________________________________________
Superintendent                                                Date
Anne Zeitler, Ashtabula County Board of DD

 

_______________________________________________
Superintendent                                                Date
William Devon, Columbiana County Board of DD

 

_______________________________________________
Superintendent                                                Date
Terrence Ryan, Ph.D., Cuyahoga County Board of DD

 

_______________________________________________
Superintendent (Interim)                                 Date
Don Rice, Geauga County Board of DD

 

_______________________________________________
Superintendent                                                Date
Elfriede Roman, Lake County Board of DD

 

_______________________________________________
Superintendent                                                Date
Amber Fisher, Dr. P.H., Lorain County Board of DD

 

_______________________________________________
Superintendent                                                Date
Larry A. Duck, Mahoning County Board DD

_______________________________________________
Superintendent                                                Date
Greg LaForme, Ph.D., Medina County Board DD

 

_______________________________________________
Superintendent                                                Date
Pat Macke, Ph.D., Portage County Board of DD

 

_______________________________________________
Superintendent                                                Date
Elizabeth Prather, Richland County Board of DD

 

_______________________________________________
Superintendent                                                Date
William Green, Stark County Board of DD

 

_______________________________________________
Superintendent                                                Date
Thomas Armstrong, Summit County Board DD

                       

_______________________________________________
Superintendent                                                Date
Douglas A. Burkhardt, Ph.D., Trumbull County Board DD

 

_______________________________________________
Superintendent                                                Date
John A. Tooley, Wayne County Board of DD           

 

Original Date of Adoption:  January 23, 1996
Amended and Council Approval:  January 29, 1998
Amended and Council Approval:  June 30, 1999
Amended and Council Approval:  January 26, 2000
Amended and Council Approval:  August 22, 2001
Amended and Council Approval:  January 23, 2002
Amended and Council Approval:  April 21, 2006
Amended and Council Approval:  April 16, 2010