Embracing Inclusion in the Legal Profession

CODE OF REGULATIONS
OF THE
GREATER CINCINNATI MINORITY COUNSEL PROGRAM

ARTICLE I

Name

The name of this organization is the Greater Cincinnati Minority Counsel Program (the “GCMCP”).

ARTICLE II

Location

The principal office of GCMCP, at which the general business of GCMCP shall be transacted and where the records of GCMCP shall be kept, shall be at such place in Ohio as shall be fixed by the Board of Directors.

ARTICLE III

Mission

The mission of GCMCP is to increase the volume, value, and significance of corporate legal work managed, billed, and performed by minority attorneys by implementing a partnership among corporations, majority-owned law firms, minority-owned law firms, public sector, and charitable and educational organizations.

GCMCP is founded upon a shared commitment among its member organizations to not only increase the value, volume, and significance of corporate legal work assigned to and controlled by minority attorneys at member firms, but also to increasing diversity and inclusiveness in the greater Cincinnati legal community generally.

For purposes of fulfilling its mission, the GCMCP defines minority attorneys as Black or African-American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, Asian, American Indian, Alaska Native, or two or more races, one of which is listed above.

ARTICLE IV

THE GCMCP MEMBERS’ COMMITMENTS

By participating in GCMCP, Members formally acknowledge their commitment to the objective of diversity and inclusion in the workplace and commit to undertake specific, tangible and measurable steps on an ongoing basis to promote opportunities for minority attorneys at all levels in their organizations, and to actively encourage those with whom they do business to do likewise. Such steps may include, but are not limited to, the following:

1. Appointing one representative to serve on GCMCP Board of Directors.
2. Encouraging members of their organizations to attend GCMCP events, including the Mid-Year and Annual Meetings.
3. Timely completing the annual survey.
4. Identifying and implementing specific initiatives on an ongoing basis to help fulfill GCMCP’s mission.
5. Reviewing survey results annually with GCMCP’s Co-Chairs to help assess the organization’s progress in utilizing minority attorneys and to develop ways to increase the volume, value, and significance of corporate legal work managed, billed, and performed by minority attorneys at GCMCP Minority-Owned Law Firm Members and Majority-Owned Law Firm Members (collectively “Law Firm Members”).
6. When using GCMCP Law Firm Members, a GCMCP Corporate Member (as further defined in Section 5.01) shall share with its GCMCP Law Firm Member (as further defined in Section 5.01) contact the GCMCP Corporate Member’s commitment to GCMCP’s mission and its expectation that the GCMCP Law Firm Member will take specific steps to enhance opportunities for minority attorneys within the firm, including assigning the GCMCP Corporate Member’s work to minority attorneys whose experience, background and/or interests suit the legal needs of the GCMCP Corporate Member.
7. When using GCMCP Law Firm Members, GCMCP Corporate Members shall inform the GCMCP Law Firm Members of the GCMCP Corporate Member’s commitment to GCMCP mission and that the GCMCP Law Firm Members’ actions and results in achieving the mission of the GCMCP mission will be considered as a factor in its continued association with the GCMCP Law Firm Member, in addition to factors such as quality of work, results, cost effectiveness, etc.
8. GCMCP Law Firm Members shall strive to implement recruitment, hiring, retention and advancement programs to foster representation of minority attorneys at the partnership and associate levels within the firm.
9. GCMCP Law Firm Members shall also strive to ensure that minority attorneys within the firm whose experience, background and/or interests suit the legal needs of corporate clients are included among those who represent such clients.

ARTICLE V

Members

1. Classification. There shall be seven (7) classifications of membership in GCMCP: Corporate, Minority-Owned Law Firm, Majority-Owned Law Firm, Public Sector Organization, Charitable and Educational, Legal Association, and Associate Member. The classification of membership shall be defined as follows:
   1. Corporate. A business entity, such as a corporation or partnership.
   2. Minority-Owned Law Firm. A law firm composed of one or more Minority attorneys in which (i) in the case of a sole practitioner, the attorney is a minority, and (ii) in the case of a firm with two or more attorneys, at least 51 percent of the ownership interest is controlled by Minority attorneys. Minority is defined as Black or African-American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, Asian, American Indian, Alaska Native, or two or more races, one of which is listed above.
   3. Majority-Owned Law Firm. A law firm that is not a Minority-Owned Law Firm.
   4. Public Sector Organization. A government entity or other non-for-profit legal organization.
   5. Charitable and Educational. Any not for profit entity whose primary purpose is to provide non-medical related social service or educational services.
   6. Legal Associations. Legal Associations are the Black Lawyers Association of Cincinnati, the Cincinnati Bar Association or any other Legal Association that is committed to GCMCP’s mission. The members of the Legal Association shall consist of persons (i) 18 years of age or older, (ii) who subscribe to and support the purposes of the Legal Association, (iii) apply for and are approved for membership in Legal Association by the Board of Directors, and (iv) pay annual dues to the Legal Association in such amounts, if any, as the Board of Directors of the Legal Association determines.
   7. Associate Member. An entity that shares the mission of the GCMCP and is interested in supporting the organization and its activities, but which does not fall within one of the foregoing categories. Associate Members may not appoint any representatives to the Board of Directors.
2. Membership Eligibility, Admission Procedure and Commitments. Applicants for membership in GCMCP must complete and sign the GCMCP Member Registration Form, pay all applicable dues, and commit to fulfilling the mission of the GCMCP set forth in Article III above. Membership application is subject to the approval of the majority of the GCMCP Board of Directors. Associate Members shall complete an application, which shall be reviewed by and subject to the approval of the GCMCP Board of Directors. If selected, an Associate Member must pay all applicable dues and commit to supporting the mission of the GCMCP set forth in Article II above.
3. Dues. Membership dues, including any special programs, for each classification of membership shall be established by the Board of Directors and reviewed annually.
4. Removal. Any Member may be removed from the GCMCP by a two-thirds vote of the Board of Directors.
5. Membership Status. Members, other than Associate Members, sole right as a Member shall be to appoint one representative to the Board of Directors. No Member shall have the rights and privileges of legal Members as provided in Section 1702.14 of the Ohio Revised Code, except as otherwise provided by these Regulations.
6. Meetings. There shall be an annual meeting of the GCMCP Members and a mid-year meeting. Both meetings shall be held at a place and time determined by the Board of Directors.
7. Notice of Meetings
   1. Annual and Mid-Year Meetings. Written notice of each annual and mid-year meeting of the Members stating the place, if any, and the time thereof shall be delivered personally, sent by fax, email or other electronic means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five days before the meeting, excluding the day of the meeting, to each Member at its address according to the current records of GCMCP or the address furnished for electronic transmissions, unless notice is waived.
   2. Special Meetings. Written notice of each special meeting of the Members stating the place, if any, and time and purpose thereof shall be delivered personally, sent by fax, e-mail or other electronic means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five days before the meeting, excluding the day of the meeting, to each Member at its address according to the current records of GCMCP or the address furnished for electronic transmissions, unless notice is waived. No business shall be transacted at any special meeting other than the business specified in such notice.
   3. Waiver. Any Member may make written waiver of notice before, at or after a meeting. The waiver shall be filed with the person who has been designated to act as Secretary of the meeting, who shall enter it upon the records of the meeting. An electronic transmission that contains a waiver is a writing for the purposes of this section. Attendance at a meeting, whether in person or electronically, without protesting, prior to or at the beginning of the meeting, the lack of proper notice is deemed a waiver of such notice.
8. Quorum, Voting. A majority of the Members present at the meeting shall constitute a quorum at such meeting of the Members. Notwithstanding the foregoing, there must be at least one-third (1/3) of the Members present at any meeting. At all meetings of the Members, each Member shall be entitled to cast one vote on any question coming before the Members. Unless otherwise provided in these Regulations, the affirmative vote of a majority of Members present at any meeting, if there is a quorum, shall be sufficient to transact any business.
9. Written Action. Any action which may be authorized or taken at a meeting of the Members may be authorized or taken without a meeting when authorized in a written action signed by all of the Members. Any electronic transmission that contains an affirmative vote or approval of a Member is a signed writing for the purposes of this section.
10. Attendance Through Electronic Communications Equipment. Meetings of the Members may be held through any electronic communications equipment if all persons so participating can hear each other or contemporaneously communicate with each other. Such participation shall constitute presence at such meeting.
11. Authority of the Members to Approve Matters Affecting GCMCP. In addition to any other powers and authority conferred on it by law, the Members shall have final authority to act on the following matters affecting GCMCP:

1. To adopt, change and interpret the Mission of GCMCP;
2. To appoint at least one representatives to serve on the Board of Directors;
3. To remove its representatives appointed to serve on the Board of Directors.
4. To amend or repeal the Articles of Incorporation and the Code of Regulations for GCMCP; and
5. To approve the dissolution or termination of the existence of GCMCP and to determine the distribution of assets upon such dissolution or termination.

ARTICLE VI

Board of Directors

1. 1. Powers and Duties. The entire direction and management of the affairs of GCMCP shall be vested in its Board of Directors who shall have complete discretion over the business activities, funds and properties of GCMCP, and who shall have complete authority with respect to the expenditures and disbursements, necessary to carry out the purposes and activities of GCMCP. A Director shall perform his or her duties as a Director of GCMCP, including his or her duties as a member of any committee of GCMCP, in good faith, in a manner he or she reasonably believes to be in, or not opposed to, the best interests of GCMCP and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
   2. Number of Directors. The number of Directors shall be the collective number of Directors that have been appointed by the Members.
   3. Term of Office. The term of office for each Director generally shall be for a period of two-years. To the extent reasonably practical, however, the Board may shorten or lengthen the term of a Director so as to structure the terms of the full Board of Directors on a staggered basis and to enable successive terms to expire as of the end of a calendar year. At the expiration of his or her term, each Director may be re-appointed to the Board by a Member for a successive term as its representative. There are no limits to the number of terms that a Director may serve as a representative of a Member.
   4. Removal. The Board of Directors or Members may remove any Director by a two-thirds (2/3) majority vote of such Board of Directors or Members.
   5. Meetings.
      1. Annual Meeting. The annual meeting of the Board of Directors for the election of officers and the transaction of other business shall be held at the time and place, within or without the State of Ohio, the Board of Directors designates.
      2. Regular Meetings. The Board of Directors may establish regular meetings of the Board of Directors. Such meetings shall be held at the time and place, within or without the State of Ohio, the Board of Directors designates.
      3. Special Meetings. Special meetings of the Board of Directors may be called at any time (a) by the Co-Chairs, (b) by the Board of Directors, or (c) upon the written request of two or more Directors. Any person or persons entitled to call a special meeting of the Board of Directors may make a written request to the Co-Chairs to call the meeting, and the President shall instruct the Secretary to give notice of the meeting. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place and give notice of the meeting.
   6. Notice of Meetings.
      1. Annual and Regular Meetings. Written notice of each annual and other regular meeting of the Board of Directors stating the place, if any, and the time thereof shall be delivered personally, sent by fax, email or other electronic means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five days before the meeting, excluding the day of the meeting, to each Director at his or her address according to the current records of the GCMCP or the address furnished for electronic transmissions, unless notice is waived.
      2. Special Meetings. Written notice of each special meeting of the Board of Directors stating the place, if any, and time and purpose thereof shall be delivered personally, sent by fax, e-mail or other electronic means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five nor more than thirty days before the meeting, excluding the day of the meeting, to each Director at his or her address according to the current records of the GCMCP or the address furnished for electronic transmissions, unless notice is waived. No business shall be transacted at any special meeting other than the business specified in such notice.
      3. Waiver. Any Director may make written waiver of notice before, at or after a meeting. The waiver shall be filed with the person who has been designated to act as Secretary of the meeting, who shall enter it upon the records of the meeting. An electronic transmission that contains a waiver is a writing for the purposes of this section. Attendance at a meeting, whether in person or electronically, without protesting, prior to or at the beginning of the meeting, the lack of proper notice is deemed a waiver of such notice.
   7. Quorum and Voting.
      1. A majority of the Board of Directors present at the meeting shall constitute a quorum at any meeting, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting.
      2. At all meetings of the Board of Directors, each Director shall be entitled to cast one vote on any question coming before the Board. Unless otherwise provided in these Regulations, a majority vote of the Directors present at any meeting, if there is a quorum, shall be sufficient to transact any business.
      3. 3 A Director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors.
   8. Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
   9. Written Action. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting when authorized in a written action signed by all of the Directors. Any electronic transmission that contains an affirmative vote or approval of a Director is a signed writing for the purposes of this section.
   10. Attendance Through Electronic Communications Equipment. Meetings of the Board of Directors may be held through any electronic communications equipment if all persons so participating can hear each other or contemporaneously communicate with each other. Such participation shall constitute presence at such meeting.

ARTICLE VII

Officers

1. 1. 1. Officers; Tenure. The officers of the GCMCP shall be two Co-Chairs (with one serving in the capacity as President and one serving in the capacity as Vice President), Secretary, Treasurer and any other officers the Board of Directors designates.
      2. Election, Powers and Duties. Officers of GCMCP shall be elected in the following manner and shall have the following powers and duties.
         1. Co-Chairs. The Board of Directors will elect two Co-Chairpersons to facilitate and coordinate matters relating to GCMCP, with one serving in the capacity as President and one serving in the capacity as Vice President. The President will oversee the work of the Board of Directors and in conjunction with the Executive Director perform necessary functions to foster the success of GCMCP. The terms of the Co-Chairpersons of GCMCP will be two-year terms and, subject to the vote of the Board of Directors, after an initial two-year term, the Co-Chairperson serving as the Vice President ordinarily will succeed the other Co-Chairperson as the new President of the GCMCP. One of the Co-Chairpersons will be a representative from a corporate member and the other will be a representative from a minority or majority firm, and at least one of the two Co-Chairpersons will be a minority
         2. Secretary. The Secretary shall attend all Board of Director meetings; serve on the Executive Committee; maintain all Board records and insure their safety and accuracy; review Board minutes; and provide notice of Board meetings and any other special meetings that may be called. The term of the Secretary will be for two years.
         3. Treasurer. The Treasurer shall serve on the Executive Committee. The Treasurer shall maintain financial knowledge of GCMCP; provide general oversight on all financial matters pertaining to GCMCP; understand financial accounting for non-profit organizations; work with the Executive Director and external financial advisor to ensure that appropriate financial reports are made to Board of Directors on a timely basis; assist the Executive Director and external financial consultant in preparing the annual budget and presenting it to the Board of Directors for approval. The term of the Treasurer will be for two years.
         4. Executive Director. GCMCP may employ an Executive Director who will report directly to the President. The Executive Director will manage the day-to-day operations of the GCMCP, including but not limited to recruiting new members, managing the annual registration and dues payment of all Members, and administering the Annual Survey. Such person will attend all Board Meetings and serve as a resource and assist all committees in relation to the various GCMCP projects, and perform such other functions as deemed reasonable and necessary by the Board or the President.
      3. Signature of Authority. All deeds, mortgages, leases, bonds, and notes shall be signed by two authorized officers with the consent of the Board of Directors. The Board of Directors shall establish the dollar limits of checks and contracts requiring the signatures of more than one authorized person.

Removal. The Board of Directors may remove any officer of GCMCP, with or without cause.

• Vacancies. The Board Directors may fill any vacancy that may occur in any office by electing a successor to hold office during the unexpired term of the vacant office.

ARTICLE VIII

Committees

1. 1. 1. Standing Committees: GCMCP shall have the Standing Committees as described in this Section 8.01 and such other Standing Committees as the Executive Committee (as further defined below) may from time to time establish. The primary duties of the Standing Committees are to act in an advisory capacity to the Board of Directors carrying out their specific functions as an active part of GCMCP’s organizational structure. Each Standing Committee shall have a minimum of two members, who will be appointed by the Co-Chairs and who will be selected from the Directors or from among others who have expertise that could assist the committee in meeting its objective. Standing Committees will meet at least once annually at the call of the Committee Chairperson. The composition and responsibilities of the Standing Committees are as follows:
         1. Executive Committee. The Executive Committee shall consist of the officers of GCMCP as specified in Section 7.01. The Co-Chairs shall be the Chair of the Executive Committee. The Executive Committee shall be authorized to act on behalf of the Board of Directors between meetings of the Board of Directors and shall submit such actions to the Board of Directors for ratification. The Executive Committee may invite other Directors and others to its meetings as appropriate to agenda topics.
      2. Ad Hoc Committees: The Executive Committee may create other committees which shall have such powers and perform such duties as the Executive Committee prescribes. A majority of the members of any such committee shall constitute a quorum. All committees at all times shall be subject to the control and direction of the Board of Directors.

ARTICLE IX

Miscellaneous

1. 1. 1. Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of GCMCP shall be the fiscal year ending on December 31.
      2. Indemnification. GCMCP shall indemnify to the full extent permitted by the nonprofit corporation laws of the State of Ohio each person who was, is or will be a Director, officer or employee of GCMCP (including the heirs, executors, administrators or estate of such person) against any liability, cost or expense incurred by such person in such person’s capacity as such a Director, officer or employee, or arising out of such person’s status as such a Director, officer or employee (including serving at the request of GCMCP as a trustee, director, officer, partner, member, employee or agent of another organization). GCMCP may, but shall not be obligated to, maintain insurance at its expense to protect itself and any such person against any such liability, cost or expense.
      3. Authority to Borrow, Encumber Assets. No Director, officer, agent or employee of GCMCP shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by the Board of Directors. The Board of Directors may grant general or limited liability for any of the above purposes.
      4. Deposit of Funds. All funds of GCMCP shall be deposited to the credit of GCMCP in such banks, trust companies or other depositories as the Board of Directors approves or designates, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors.
      5. Conflicts of Interest.
         1. Gifts. No director, officer or employee of GCMCP shall solicit or accept, directly or indirectly, anything of substantial monetary value (including any gift, gratuity, favor, entertainment, loan or other consideration) from any person or entity which has, or is seeking, a contractual, donative, employment, financial or other beneficial relationship with GCMCP without first making a disclosure of such conflict of interest to the Board of Directors.
         2. Conflict of Interest Procedure. When the Board of Directors is considering a proposed transaction that may benefit the private interest of an officer or director, the procedure outlined in the Conflicts of Interest Policy adopted by the Board of Directors, a copy of which is attached as Exhibit A, shall be followed.
      6. Dissolution. A two-thirds (2/3) majority vote by the Members may dissolve GCMCP pursuant to the applicable provisions of the nonprofit corporation laws of the State of Ohio. Upon the dissolution of GCMCP, GCMCP shall, after paying or making provision for the payment of all the liabilities of GCMCP, dispose of all assets of GCMCP as provided in the Articles of Incorporation of GCMCP.
      7. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the GCMCP in all cases to which they are applicable and in which they are not inconsistent with this Code of Regulations and any special rules of order the GCMCP may adopt. The President may suspend use of said rules from time to time as may be deemed beneficial for the efficient completion of the business before the GCMCP.

CERTIFICATE OF ADOPTION

The foregoing Amended and Restated Code of Regulations was duly adopted by the Members effective as of the 21st day of February, 2018.