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Our History

The Cleveland Green Building Coalition began in 1999 in partnership with the Oberlin College Environmental Studies Program under the direction of Sadhu Johnston. Our organization was designated as a 501(c)(3) in May 2003 with an office located in Cleveland’s first historic green retrofit building, known as the Cleveland Environmental Center, where we still operate today. Since our nonprofit status predated the United States Green Building Council, we had been considered to be an affiliate of the USGBC for the past 10 years. An official Charter relationship was established with the USGBC in March 2009 and our member based nonprofit organization has been renamed Northeast Ohio Chapter of the USGBC. We now have a 16 county map of service area that includes the urban areas of Akron / Canton and Youngstown / Warren.

Our Mission

The purpose of Northeast Ohio Chapter of the USGBC is to generate broad support for various individual efforts, build momentum, and advance the green building agenda in our region through education, consultation, and cooperation. The Chapter is an umbrella organization for various building industry interest groups, including those involved in residential, commercial, institutional, and industrial green building. We act as a clearinghouse for information on green building activities in the region as well as give individuals opportunities to network with others interested in green building. Additionally, the Chapter works to coordinate green building efforts within our area and to aid and promote specific sustainable projects.

The Northeast Ohio Chapter is a member-based nonprofit organization. We invite your participation in our numerous educational and networking opportunities. We have meetings, speaker events, site tours, and workshops for area design professionals.

Northeast Ohio Chapter of the USGBC By-Laws

Article I. Name and Office
1. Name. The name of the organization is the Northeast Ohio Chapter of the (hereinafter “Chapter”) an
Ohio nonprofit corporation 501(c)3.
2. Office. The principal office of the corporation is to be located in Cleveland, Cuyahoga County, Ohio.


Article II. Purpose
The Chapter is organized exclusively for charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue code of 1986 as amended and may make expenditures for one
or more of these purposes. Notwithstanding any other provision of this charter, the Chapter shall not
carry on any activities not permitted to be carried on by an organization exempt from Federal income tax
under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any
future United States Internal Revenue Law


Article III. Mission Statement
The Chapter works to transform the way our buildings and communities are designed, built and operated,
enabling an environmentally responsible, healthy, and prosperous environment that improves the quality
of life in Northeast Ohio and protects our natural resources for future generations. The Chapter strives to
become the recognized leader of the sustainable building movement in the Northeast Ohio, to assist the
local government in implementing sustainable practices and Leadership in Energy and Environmental
Design (LEED) standards, and to provide outstanding sustainable education opportunities for the local
design and construction communities.


Article IV. Property
No part of the Chapter’s property shall inure to the benefit of any Officer, Board Member, Director,
employee or member of the Chapter.


Article V. Membership
1. Membership Qualifications
Chapter membership is open to any individual, regardless of whether their company is a national
member of U.S. Green Building Council (USGBC), to affiliate with the Chapter and become an
individual member of the Chapter. All individuals who have paid dues as set by the Board and
adhere to the standards for members as may be established by the Board and are consistent with
USGBC Chapter Membership Policy, shall be considered members in good standing of the Chapter.
There are three categories of Chapter Membership:
A. National Individual Members- a person employed by USGBC Member Company,
organization, institution, etc. in good standing.
B. Associate Member- a person who is not employed by a USGBC Member company,
organization, institution, etc.
C. Student Member- a person who is a full-time student at an accredited college or
university.
Membership includes one vote per paid National Individual Member, Associate Member or Student
Member.
2. Membership Process. Members must complete an application, agree to abide by the rules established
by the Chapter Board and USGBC Membership policy, and pay dues and other fees that the Board
may establish in order to join the Chapter.
3. Voting. Each full Chapter member shall have one vote at Chapter meetings.
4. Membership in Multiple Chapters. Each Chapter Member may be eligible for membership in more
than one chapter of the USGBC. Such members shall join the additional chapters upon the payment
of dues to that chapter. Full members shall be eligible to vote or hold elective office in the additional
chapter(s).
5. Membership Dues. Annual dues will be determined by the Board of Directors in accordance with
USGBC policy and guidelines. Such dues will be in addition to those dues paid by member
organizations to the USGBC. No dues will be refunded.
6. Membership Resignation or Termination. Resignation or termination of membership will not relieve
a member of responsibility for any financial obligations, including dues and other amounts due,
accrued up to the effective date of membership termination. Membership in the chapter may be
terminated if one or more of the following conditions apply:
A. A member resigns by giving notice to the chapter. In the event of resignation, dues
already paid for the current year will not be refunded.
B. Dues or other financial obligations to the chapter have not been paid 90 days from the
date of the invoice or expiration date, whichever is later.
C. The member is expelled for actions which the Board determines are prejudicial to the
welfare, interest or character of the USGBC or the Chapter, including willful violation of
these By-Laws. The member in good standing is entitled to due process as established by
the Board of Directors.
7. Special Financial Assessments. Special financial assessments, as deemed reasonable and necessary to
meet Chapter expenses, may be implemented by the Board, contingent upon approval of the
membership.


Article VI. Board of Directors
1. The governing body of the Chapter is the Board of Directors, which has the authority and is
responsible for the supervision, control, and direction of the Chapter.
2. Director Voting. Each Board member is entitled to one vote.
3. Board Size and Eligibility. The Board of Directors consists of no fewer than seven (7) and no more
than twenty (20) persons elected by and from the membership. Any full Chapter member in good
standing is eligible to serve on the Board. No more than one employee of any one organization may
serve as a Director in any year. The Board shall comply with USGBC Chapter Membership Policy
with regard to the proportion of directors who are USGBC national member organization employees.
4. Succession of Board Chair. The Officers of the Chapter are deemed to be Chapter Board members,
and the Chapter intends for the individuals who fill the role of Chapter Chair to pass through the
position of Vice-Chair. This rule may be exempted.
5. Board Nominating Process. A Nominating Committee shall prepare a slate of candidates for the
Chapter Board. In preparing the slate, the Nominating Committee should strive for diversity in the
broadest sense, including but not limited to, diverse stakeholders from the sustainable building
industry and persons diverse in gender, ethnicity, geography and age. Upon approval by the Chapter
Board, the committee shall announce the slate to the membership with an allowed timeframe of 30
days to cast their votes.
6. Annual Board Elections. Chapter Board elections will be held annually, in a manner deemed
appropriate and according to a schedule agreed upon by the Board. The election is determined by
majority vote of membership that cast votes within the thirty (30) day period established by the
Nominating Committee for membership to cast their votes. Each member in good standing is entitled
to one (1) vote.
7. Director Terms. Directors shall serve three (3) year terms and may serve a maximum of three (3)
terms on the Board. The Board shall strive to stagger the terms of the Directors so no more than three
(3) Directors would leave the Board in any calendar year.
8. Director Resignation or Vacancy. If a Director resigns or if a vacancy occurs for any reason, the
Chair shall nominate a replacement for the unexpired portion of the term. The Board shall vote on the
replacement nominee to fill the vacant position.
9. Removal of Director. Any Director may be removed, with or without cause, at a meeting called for
that purpose. The notice of the meeting must state that the purpose, or one of the purposes, is the
removal of the Director or Directors and state the specific Director(s) to be removed. The removal of
a Director shall be effective only upon the affirmative vote of a majority of the remaining Directors.
10. Meetings of the Board. The Board of Directors meets at least every other month at whatever time and
place it selects. A reasonable advanced notice is required for each meeting of the Board of Directors
Attendance at meetings via conference call is acceptable, but not preferred. Meetings are to be
conducted using Robert’s Rules of Order, Newly Revised or by dynamic governance principles except
as otherwise agreed upon by the Board. A quorum is two-thirds (2/3rds) of the Board must be present
to carry on official board business. A simple majority is required on all votes except where some
other number is required by law or these By-Laws.
11. Director Compensation/Reimbursement. Directors do not receive compensation for their service but
may be reimbursed for expenses in accordance with Board-approved policy.
12. Board Policies. The Board of Directors may establish policies, procedures, or such other rules that are
consistent with these By-Laws, and with the By-Laws and the policies of the USGBC.
13. Committee Authorization. The Board of Directors shall appoint authorize and support Committees to
support the goals and objectives of the local Chapter in accordance with Article VI.
14. Director Roles and Responsibilities. Roles of the Board of Directors shall include the following
general functions:
A. Develops Chapter goals and mission
B. Sets local Chapter policy
C. Allocates resources; approves and manages the budget
D. Identifies and recruits Board members and Chapter leaders
E. Hires, evaluates and supports the President (CEO)
F. Assures appropriate state and federal forms are filed annually
G. Maintains adequate structure and governance to carry out the Chapter goals
H. Promotes membership in the USGBC
I. Annually evaluates Chapter progress
J. Maintains ethical integrity and accountability
K. Serves as liaison to the Committees
L. Raise funds for the financial sustainability of the Chapter
15. Leave of Absence:
Directors may once be allowed to take up to a twelve (12) month leave of absence as determined by
resolution of the Board of Directors. No more than one-tenth of the total number of Directors may be
on leave at any time. During the term of such leave(s) of absence, the seats of such Directors are not
counted against the total needed to obtain a quorum.


Article VII. Officers
1. Officer Positions. The Officers of the Chapter shall be a Chair, up to four Vice-Chairs, Secretary, and
Treasurer.
2. Officer Qualifications and Terms. Officers must be regular members of the Northeast Ohio Chapter
who have also been elected to the Board of Directors and have met qualifications set forth in the
USGBC Chapter Membership Policy. No person may hold more than one office at the same time.
Each Officer shall serve a one year term. An Officer may be re-elected into the same position for up
to three consecutive years. An Officer may be elected to another Officer position in consecutive
manner.
3. Officer Nomination Process. The Nominating Committee shall prepare a slate of candidates for each
office at least two weeks prior to the first meeting of the Chapter Board following the at large Board
elections. At least one candidate shall be nominated for each office. All candidates shall consent to serve
before elections. The Nominating Committee shall present the slate to the Chapter Chair. The Chapter
Chair shall present the slate of candidates for election at the first meeting of the Chapter Board following
the Board elections. At that time additional nominations may be made from the floor prior to the election.
4. Election of Officers. Election of officers shall be by voice or roll call vote or written or electronic
ballot if there are two or more nominees for an office. Each Board member may cast one vote. A
majority of votes cast shall elect. If there is a tie, the election shall be determined by lot. If there is no
majority on the first ballot, the top two candidates will run off against each other and all other
candidates will be eliminated.
5. Duties of Officers. Officers shall perform those duties usual and customary to their positions and the
general recommended responsibilities are as outlined, but not limited to that, as outlined below:
A. Chair: Represents Chapter and is spokesperson at meetings and special functions. Performs
B. Vice-Chair(s): Supports Chair on day- to-day functions as needed, focuses on growth of the
C. Secretary: Records Meeting Minutes and provides coordination and record keeping of all
D. Treasurer: Chief Financial Officer of the Chapter. Coordinates finances, records and
day- to-day Chapter organization, conducts Board meetings, short and long-term planning for
Chapter business, and fostering the membership and growth of the Chapter. Ensures that the
Chapter submits all required USGBC related documents as well as any legally required
documents.
Chapter membership. Fills in as Chapter Chair when the Chair is absent.
official documents related to the Chapter (document control, i.e. By-Laws, documenting
votes, etc.). Responsible for documenting the Annual Chapter Activity Report in accordance
with USGBC guidelines.
documents overall financial status of Chapter, allocation of funds to the Board and
Committees as needed on an annual basis. Responsible for annual audit and initiating and
documenting annual Income Tax records.
6. Officer Vacancy. If a vacancy occurs among the Officers for any reason, the Officers shall nominate
a Director and the Board shall elect that individual to serve in the position for the unexpired portion
of the term.
7. Removal of Officer(s). An Officer may be removed for cause by two-thirds vote of the Board of
Directors excluding the Director(s) which hold the Officer positions at issue, at a meeting called for
that purpose. The notice of the meeting must state that the purpose or one of the purposes is the
removal of the Officer or Officers and shall state the specific Officer(s) to be removed.
8. Officer Compensation/Reimbursement. Officers shall not receive compensation for their services but
may be reimbursed for expenses with Board Approval.


Article VIII. President/Chief Executive Officer and Staff
1. Appointment. The Board may appoint and employ a staff person who shall have the title of President
and Chief Executive Officer (hereinafter “CEO”) and whose terms and conditions of employment
shall be specified by the Board. The CEO serves at the will of the Board.
2. Authority and Responsibility. The CEO shall, subject to the control of the Board, supervise and
direct the operational affairs of the Chapter. The CEO shall perform all duties incident to his or her
office and such other duties as may be required by law, by the Articles of Incorporation of this
Chapter, or by these Bylaws, or which may from time to time by the Board.
3. Contract or At-Will Employee. Unless the Board authorizes a contract for a set period not to exceed
two (2) years, the CEO shall be an at-will employee.
4. Performance Review. A Performance review of the CEO shall be conducted annually by the Board,
and the results shall be recorded in the Board minutes.


Article IX. Committees
1. Recognized Committees. The following committees are recognized as part of the organizational
structure of the Chapter:
A. An Executive Committee which shall consist of all Officers, meet at least every other month,
B. A Finance Committee which shall set forth the business plan for the Chapter, develop and
coordinate the performance review and compensation for the CEO, and serve as the
Governance & Nominating Committee for the Board of Directors during such times when
there is not separate Governance or Nominating Committee.
monitor the budget and shall be responsible for reports of goals, status and future
opportunities.
2. Temporary Committees. The Board may create temporary committees to carry out other business of
the Chapter not within the scope of responsibility of the Executive or Finance Committees.
3. Purpose of Committees. The committees shall perform the work necessary to accomplish the goals
of the Chapter as planned in the annual plan, short- & long-term goals, and as recommended by the
Board of Directors.
4. Responsibilities of Committees. Each committee shall be responsible for the manner in which they
conduct their respective committee initiatives including:
A. Maintain list of committee members & co-chairs.
B. Define the committee purpose statement.
C. Document annual goals, budgets, and information on current initiatives that support the
D. Define metrics for gauging success throughout the year.
E. Provide timely notice of meetings through posting of agendas in advance of the meeting.
F. Provide timely meeting minutes of all committee meetings.
5. Replacement of Committee Membership. Failure to adhere to these responsibilities may lead to
replacement of committee membership.


Article X . Meetings of the Membership
1. Annual Membership Meeting. The Chapter shall hold an annual membership meeting in the place
and on the date decided by the Board of Directors.
2. Special meetings. Special meetings may be called by the Board of Directors at any time.
The Board of Directors must give members a two weeks notice for all annual and special meetings.
The notice must include a description of the business to be discussed.
Chapter.
3. Votes of Membership. The Board may from time to time request a vote of the membership. The
presence of 10% of the membership or 30 members, whichever is less, constitutes a quorum. A
simple majority is required on all votes, except in the event the Board of Directors elects to submit an
amendment of the By-Laws to a vote by membership. In such event, Amendments to the By-Laws
shall be adopted upon a two-thirds vote of the membership present and voting. Proxy voting is
permitted when executed by the member or his/her duly authorized representative. A proxy is valid
for only one meeting. The number of proxies that a member may represent shall be limited to one.
Voting by mail or by electronic means is permitted in appropriate circumstances determined by the
Board of Directors. A decision shall be made by a majority of those responding.


Article XI. Finances
1. Contracts. The board may authorize any officer or officers, agent or agents of the Chapter, in
addition to the officers so authorized by these Bylaws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general
or confined to specific instances.
2. Signature on checks and notes. All checks, drafts or orders for payment of money, notes or other
evidences of indebtedness issued in the name of the Chapter, shall be signed by those officers or
agents of the Chapter and in a manner as shall be determined by resolution of the Board. In the
absence of this determination by the Board, the instruments shall be signed by the Treasurer and
countersigned by the Chair or Vice-Chair of the Chapter.
3. Deposits. All funds of the Chapter shall be deposited to the credit of the Chapter in the banks, trust
companies or other depositories as the Board may select.
4. Gifts. The Board may accept on behalf of the Chapter any contribution, gift, bequest or devise for the
general purpose or for any special purpose of the Chapter.
5. Operating Reserve Fund. The Board may adopt policies and procedures for an operating reserve
fund.


Article XII. Fiscal Year and Annual Review/Reporting
1. The fiscal year of the Northeast Ohio Green Building Council Chapter shall run from January 1 st to
December 31 st of each year.
2. Commencement of Officer and Board Terms. Officer and Board positions to start on September 1 st ,
allowing a summer transition period between the old and new Board and Officer positions.
3. Annual Accounting Review. An accounting review shall be performed by an independent Certified
Public Accountant on the financial books of the Chapter annually for accurate record keeping and to
submit any required state and federal requirements including income tax related reporting documents.
The accountant shall provide a report to the Board.
4. Annual Chapter Activity Report. An Annual Chapter Activity Report shall be submitted annually to
the USGBC. The Report shall consist of items required by USGBC, including, but not limited to:
strategic plan, budget, calendar of chapter tax exempt status, insurance, etc.


Article XIII. Indemnification
The Chapter shall indemnify any person who may be designated from time to time to perform official
duties on behalf of the Chapter. Such persons shall be indemnified by the Chapter against all expenses
and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any
proceeding to which they may be made a party, or in which they may become involved, by reason of
being or having been an officer, employee, or person acting on behalf of the Chapter, except in such cases
wherein the Officer, employee or person is adjudged guilty of willful misfeasance or malfeasance in the
performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of
all other rights to which the indemnified may be entitled. The Chapter shall hold Directors and Officers
Insurance to cover the Chapter from liability incurred by the Board of Directors.


Article XIV. Dissolution
The Chapter status may be revoked by failure to conditions as set forth in the USGBC Chapter Charter, or
upon the request of the Chapter Board of Directors with the approval of the Board of Directors of the U.
S. Green Building Council. On the dissolution or liquidation of the Chapter, any of its assets remaining
after payment of all liabilities shall be distributed by a vote of the Chapter Board of Directors to any non-
profit corporation or association whose objectives are similar to the Chapter’s.


Article XV. Amendments
Amendments to these By-Laws may be made by the Board of Directors at a regular or special meeting of
the Board. A quorum of at least two thirds of the Board of Directors is required for a meeting in which
By-laws amendments are made. Amendments are effective upon a two thirds vote of the Board of
Directors present at the meeting in which the By-Laws amendments are considered. Amendments to these
By-Laws may also be made at any properly called regular or special meeting of the membership with a
two week prior notice to the membership. Amendments shall be adopted upon a two-thirds vote of the
membership present and voting. Electronic ballots are permitted.



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Northeast Ohio Chapter of the USGBC
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Cleveland, OH 44114
info@neogreenbuilding.org director@neogreenbuilding.org