OAD BYLAWS:

This document is the property of the Ohio Association of the Deaf, Inc. Copying, printing and distribution is prohibited. Requests for a paper copy must be made in writing to the Corporate Secretary.

CONSTITUTION

ARTICLE I - GENERAL

SECTION 1 - NAME

This organization shall be known as the Ohio Association of the Deaf, Inc.

SECTION 2 - INCORPORATION

This organization shall be incorporated under the laws of Ohio.  The complete papers of incorporation shall be kept in the office of the Corporate Secretary, with a copy also held by the Recording Secretary.  These documents shall be kept on file with the Ohio Secretary of State.

SECTION 3 - PURPOSE

The purpose of this organization shall be to unite the deaf and allies into a statewide organization and to this end the organization shall endeavor:

1. To actively promote the best interests of the deaf of Ohio,
2. To collect and disseminate reliable information concerning the deaf and to encourage the practical and intelligent application of such information toward the solution of the problems of the deaf
3. To achieve equal consideration for the deaf by all governmental agencies concerned with education, employment, advocacy, and issues related thereto

SECTION 4 - ORGANIZATION

This organization shall be a two tier governance and operational organization.

The first tier shall be the Board of Trustees and shall be responsible for developing, modifying and enforcing the association’s policies and procedures on a day to day operational basis.

The second tier shall be the Management Board and shall carry out the organization’s policies and procedures on a day to day basis.

1.  Neither Board shall intervene into the other board’s purpose as stated above.

ARTICLE II - STATE ORGANIZATION

SECTION 1 - GOVERNING BODY

This organization’s governing body shall be known as the Board of Trustees and the Management Board.

SECTION 2 - PERSONNEL

(a) The Board of Trustees shall consist of these members:

(i) Chief Executive Officer

(ii) Chief Operations Officer

(iii) Chief Information Officer

(iv) Chief Technology Officer

(v) Chief Financial Officer  

(vi) Corporate Secretary

(b) The Management Board shall consist of these members:

(i) President

(ii) President Elect (First Vice President)

(iii) Second Vice President

(iv) Recording Secretary

(v) Treasurer

(vi) Past President

(vii) five (5) Members-at-Large

(viii) Webmaster.

The President and Chief Operations Officer shall be the same individual.  

SECTION 3 - POWERS

The Board of Trustees shall have entire charge and general supervision of all the property, business and affairs of the organization, the creation of such special committees as it may deem necessary and desirable, and the determination of their membership and powers; prescribe the form and manner of application for membership; direct the investment and expenditures of the funds of the organization, subject to the provisions of these regulations, and to do all things necessary or appropriate for the carrying out of the objects and purposes of the organization.

SECTION 4 - STATE CONVENTIONS AND MINI-CONFERENCES

1. The organization shall meet at conventions in odd-numbered years in Columbus as determined by the Board of Trustees.
2. The organization shall meet in mini-conferences within the state of Ohio in various locations in even years as determined by the Board of Trustees.
3. The date of the conventions and mini-conferences shall be any time from September 1st to November 30th, set in cooperation with the Board of Trustees, and shall be announced in the official publication of the organization and by other means, well in advance of the date set.
4. In certain cases, alternate dates may be allowed, subject to approval by the Board of Trustees
5. Conventions shall be for elections of the Treasurer and President Elect (First Vice President) and shall also be for the purpose of the Board of Trustees to handle amendments to and reviews of the bylaws and policies, membership dues increases, investments and the annual budget.  The annual budget shall be every two years.
6. Mini-conferences shall be for information and needs assessment for programs or policy changes for the next year convention, and the election of only the Second Vice President and Recording Secretary..  Mini-conferences shall be chaired by the Chief Executive Officer.

SECTION 5 - SPECIAL MEETINGS

1. Special meetings of the members of the organization for the Management Board shall be called by the President and President Elect upon the approval of a majority of the Management Board, such meetings to be held at such time and place as may be designated in the notice.
2. Special meetings of the members of the organization for the Board of Trustees shall be called by the Chief Executive Officer and the Chief Operations Officer upon the approval of a majority of the Board of Trustees, such meetings to be held at such time and place as may be designated in the notice.
3. Notice of special meeting of the organization shall state the object and purpose thereof, and shall be given in writing (electronic or otherwise) to all members of the Board of Trustees, the Management Board and members.
4. At any special meeting of the members of the organization for the Board of Trustees, a majority of the Board of Trustees together shall be present in person to constitute a quorum for the transaction of business.  The affirmative vote of a majority of the Board of Trustees present at any duly convened special meeting of the members of the organization shall be necessary for the taking of action, unless otherwise provided in the regulations.
5. At any special meeting of the members of the organization for the Management Board, a majority of the Management Board together shall be present in person to constitute a quorum for the transaction of business.  The affirmative vote of the majority of the Management Board and of the members present at any duly convened special meeting of the members of the organization shall be necessary for the taking of action, unless otherwise provided in the regulations.
6. If members’ requests of the Management Board to have a special meeting is denied, and the members’ concerns are valid, the members shall request a special meeting from the Board of Trustees.
7. Electronic meetings shall be determined as necessary by whichever board who called the meeting, if in-person meetings are not ideal.
8. All meetings are to be electronically recorded for accurate documentation purposes.

SECTION 6 - ORDER OF BUSINESS

1. The order of business for all meetings of the Board of Trustees, Management Board, and of the members of the organization shall be as follows:

1. Roll call of trustees and officers
2. Reading of minutes of previous meeting
3. Reports of trustees/officers
4. Reports of Standing Committees
5. Reports of Special Committees
6. Unfinished business
7. New business
8. Election and installation of officers
9. Miscellaneous business
10. Announcements
11. Adjournment

(b) Salute and allegiance to the Flag

(c) Only the Board of Trustees shall vote on business pertaining to this organization regarding bylaws reviews/revisions, policy changes, membership dues increases, investments and annual budgets.

(d) Our organization meetings shall be non-sectarian.

(e) The organization’s Board of Trustees, well in advance of convention and mini-conference time, shall appoint a Resolution Committee and also a Necrology Committee.

(f) Robert’s Rules of Order (Revised, current edition) shall be parliamentary law for the government of this organization, meetings, conventions, mini-conferences, board meetings and committee meetings.  Individuals running such meetings are required to know the Robert’s Rules of Order well.

(g) The Robert’s Rules of Order book (Revised, current Edition) must always be present, accessible and used during all meetings.

(h) Our United States and State of Ohio flags shall be displayed.

SECTION 7 - ELECTRONIC MEETINGS

Officers of the Board of Trustees and Management Board along with their Standing and/or Advisory Board members and selected members in good standing may participate in an open or closed meeting of such Board or committee by means of teleconferencing and/or videoconferencing by which all persons participating in the meeting can communicate with each other simultaneously. Participation in a meeting pursuant to this section shall constitute in-person presence at such meeting.

These electronic means of communicating can be for limited committee meetings or combined board meetings or for large webinar meetings or as needed by action of the CEO or COO/President.

ARTICLE III - OFFICERS OF THE ASSOCIATION

SECTION 1 - BOARD OF TRUSTEES AND MANAGEMENT BOARD

1. The Board of Trustees of this organization shall consist of a Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, Chief Information Officer, Chief Technology Officer and Corporate Secretary.  
2. The Management Board of this organization shall consist of a President, President Elect (First Vice President), Second Vice President, Recording Secretary, Treasurer, Past President, five (5) Members-at-Large, and Webmaster.

The President and Chief Operations Officer shall be the same individual.

SECTION 2 - ELECTION

1. The Board of Trustees positions of Chief Information Officer, Chief Technology Officer, and Chief Financial Officer shall be elected at every fourth even year at the convention.

The position of Chief Operations Officer shall not be elected for, as the President of the Management Board is the same individual as the Chief Operations Officer.  Refer to Article III, Section 2 (b).

All Board of Trustees officers shall have a term of 4 years, and shall be limited to two consecutive terms.

(b) The Corporate Secretary shall be elected by the Board of Trustees every 4th even year from a nomination list collected by the Corporate Secretary, which shall be  provided by the Board of Trustees, Management Board or the membership.  It shall have a term of 4 years with two consecutive terms.

(c) The Chief Executive Officer shall be appointed by the Board of Trustees from a list of nominees, and approved by the Board of Trustees and advisory committee only.  This list of nominees shall be compiled from the Board of Trustees, Management Board or general membership.  The names of the nominees shall be given to the Corporate Secretary sixty (60) days prior to election, which is every fourth (4th) even year

(d) The Second Vice President and Recording Secretary shall be elected at the even year mini-conferences by the Management Board.  Nominations of candidates shall be submitted to the nominations committee 6 months prior to elections, and no nominations shall be made from the floor.  

The officers of the Management Board shall hold office for which they are elected for a term of 2 years, and may hold position for two consecutive terms.  Elections shall take place every second even year at mini-conferences.  

When the President retires, resigns or leaves the position for any reason, or at the time of elections, the President Elect (First Vice President) shall automatically assume office.  The position of President Elect (First Vice President) shall be vacated and the Second Vice President shall be elected into that position if there are no other contenders.  The Second Vice Presidential position and Recording Secretary position shall be open for elections only at mini-conferences.

Elections at the odd year conventions shall be for the position of Treasurer.

The Recording Secretary’s term shall be 2 years, with a limit of 3 terms.

If members so desire, they may campaign for the Second Vice Presidential, Recording Secretary and Treasurer positions.  The position of President shall not be open to the members as this position is automatically assumed by the President Elect (First Vice President) upon the departure of the previous President.

(e) By ballot, a majority vote shall elect

(f) Write-in ballot may elect

(g) Electronic vote, by noon of the day of election

(h) Vote by proxy shall not be allowed

(i) In case of a deadlock, candidates shall give a presentation of their plans and vision, and members shall do a “run-off” vote.

QUALIFICATIONS FOR THE CANDIDATES SHALL BE:

1. Resident of a 500-mile radius from the Ohio state borders within the United States and individuals outside of that radius approved by the Board of Trustees and is a member in good standing; those outside and inside of the radius who wishes to be a candidate must meet at least 3 out of 5 criteria which are:

(a)  Must be acquainted with the people of Ohio,

(b)  Must have been a member for two years in good standing,

(c) Must know the constitution, bylaws, mission and vision well,

(d) Must provide their background checks within 90 days of being voted in.  This background check shall be for the Chief Executive Officer, Chief Financial Officer, President,President Elect (First Vice President), and Treasurer.

(e) The Chief Executive Officer and Chief Operations Officer shall be deaf, hard-of-hearing, and or deafblind.

(i) The Corporate Secretary shall conduct periodical background checks on all individuals within the organization, including all officers of both Boards.

(1) If sexual/domestic violence is discovered on an individual’s record, then that individual’s membership application will be denied;

(2) If already a member, that individual shall be expelled from the organization by the Corporate Secretary, no votes necessary;

(3) If a candidate for an officer position, all felonies disqualifies the candidate at the Board of Trustees discretion and if any sexual/domestic violence is on record then that candidate is expelled from the organization by the Corporate Secretary;

(4) If already an officer on either Board and h/she receives a class 1, 2 or 3  felony, that officer shall be removed from the position and organization at the discretion of the Board of Trustees and if a sexual/domestic violence record is discovered, then expulsion from the organization will occur by the Corporate Secretary.  Expulsion and/or removal from h/her position will be immediate.

(f) If a candidate(s) aims to be President or President Elect (First Vice President), of which only the Presidency cannot be elected or contested for but ascended to, the candidate(s) shall be deaf for the Presidential position, and deaf or deaf/blind for the President Elect (First Vice President) position.

2. Must have had experience on committees of this organization beforehand

3. Must have a good understanding of the constitution, bylaws and Robert’s Rules of Order, current edition.

4. For the position of Corporate Secretary, the candidate must also have had experience as a Management Board secretary and committee secretary prior to elections.

SECTION 3 - VOTING POWER

The Board of Trustee members shall each have but one vote on all matters pertaining to the constitution, bylaws, policies and procedures.  

The Management Board shall each have but one vote on all matters pertaining day-to-day business transactions.

SECTION 4 - TRANSFER OF PROPERTIES

All officers of the organization, upon retiring or leaving for any reason from office, shall be required to turn in to a committee appointed by the Board of Trustees all books, communications, supplies, etc., belonging to the association, and held by them during their tenure of office.  Said officers shall have carbon copies showing a list of the articles transferred.  The transfer shall be witnessed and attested to at the time of change.  One copy duly attested to by the parties concerned shall be handed to the Recording Secretary of the organization, who shall keep a record of all such copies, and a copy shall be kept with the Corporate Secretary.

SECTION 5 - DUTIES OF CHIEF EXECUTIVE OFFICER

1. Act as the figurative head of the organization when communicating with stockholders, government entities and the general public
2. Lead the development of the organization’s long and short-term strategies
3. Manage overall operations and make major decisions affecting the organization
4. Manage the organization’s resources
5. Negotiate or approve agreements and contracts for the organization
6. Monitor organization performance while continually seeking to identify ways to cut costs and improving performance and programs in their ongoing efforts to meet the organization’s goals
7. Create an agenda for each Board of Trustees meeting with the Trustee Secretary
8. Attend all Board of Trustees regular and special meetings
9. Manage all Board of Trustees meetings according to Robert’s Rules of Order and ensuring proper behavior
10.  Preside over the mini-conference every even year.

SECTION 6 - DUTIES OF CORPORATE SECRETARY

1. Perform accurate research and analysis
2. Coordinate arrangements, meetings and/or conferences as assigned
3. Record minutes and write correspondence
4. Compile, proofread and revise drafts of documents and reports
5. Daily record keeping and filing of documents
6. Prepare reports, presentations and correspondence accurately and swiftly
7. Create and organize information and generate reference tools for easy use
8. Ensure efficient and effective administration information and assistance
9. Chair the Law Advisory Committee
10. Perform background checks on all members and officer candidates periodically
11. Enforce all policies, regulations, Constitution and Bylaws
12. Report any and all potential violations of regulations to the Board of Trustee members
13. Remove members with sexual/domestic violence and felony records from the association and ensure that the removal is immediate.  Felony records, other than sexual/domestic violence, is cause for removal at the Board of Trustees’ discretion.
14. Create an agenda for each Board of Trustees meeting with the Chief Executive Officer
15. Attend all Board of Trustees regular and special meetings

The Corporate Secretary shall not make available any and all Board meeting minutes to the general membership unless and when the general membership, as a whole, has an affirmative ⅔ vote to make it available.  These minutes shall be read at the next general meeting.  These same minutes cannot be altered or rejected by the general membership.  Additionally, the membership roster is not allowed to be viewed by anyone outside of the Board of Trustees, Management Board or committee (committee:  if its function requires the use of it).

No document shall be altered in any way, other than has been prescribed in the Robert’s Rules of Order, and in accordance with the Ohio Revised Code 1702.54.

SECTION 7 - DUTIES OF CHIEF FINANCE OFFICER

1. Execute the financial strategy of the organization
2. Manage financial controls and accounting procedures
3. Ensure full transparency over the financial performance of the association
4. Provide advice on how to increase revenue and reduce costs
5. Effectively and clearly communicate potential risks in a timely manner
6. Propose action plans to ensure that annual financial objectives are attained
7. Support the Chief Executive Officer with the preparation of financial plans
8. Maintain speed and accuracy of debt payments and membership dues
9. Coordinate and produce all tax documentation as required
10. Attend all Board of Trustees regular and special meetings
11. Chair the Finance Advisory Committee
12. Handle all investments and draft up an annual budget every two years to be approved by the Board of Trustees and distributed to the members.  Amendments to the annual budget shall not be for deficit spending.  Amendments to the budget can only be approved by the membership at a special meeting called by the Chief Executive Officer.

SECTION 8 - DUTIES OF CHIEF OPERATIONS OFFICER

1. Supervise all daily operations of the association
2. Work closely with the Chief Executive Officer and Chief Financial Officer on all matters related to the association
3. Perform Board of Trustees and Management Board reviews and developing corrective action plans if needed
4. Develop and implement strategies, procedures and business plans needed to enhance organizational growth
5. Work with the entire Board of Trustees to set organizational performance goals
6. Cultivate and provide opportunities for rising talent within the organization
7. Attend all Board of Trustees and Management Board regular and special meetings
8. Function as the President on the Management Board of the organization
9. Manage Operations Board meetings according to Robert’s Rules of Order, and ensuring proper behavior.
10. Report any and all potential violations of regulations to the Trustee Secretary

SECTION 9 - DUTIES OF CHIEF INFORMATION OFFICER

1. Analyze the technology currently used for design, development and administration for efficiency and accuracy
2. Collaborate with committee chairpersons and the Chief Executive Officer to measure resource use and allocation
3. Supervise the development and advancement of the communications network
4. Design a wide area connectivity network infrastructure with an emphasis on filling remote access needs
5. Negotiate contracts with vendors and service providers for installing new technology and training officers and committees on its use
6. Prepare cost-benefit analyses for every change in the information technology workflow
7. Suggest hardware and software upgrades as appropriate to improve operations, consistency and budgetary success
8. Work closely with the Trustee Secretary on distribution of information
9. Attend all Board of Trustees regular and special meetings

SECTION 10 - DUTIES OF CHIEF TECHNOLOGY OFFICER

1. Represent the technological agenda in all meetings
2. Maintain current knowledge of technology landscape and developments
3. Consolidate the organization’s technology platforms and create plans for each
4. Track, analyze and monitor technology performance metrics
5. Identify new areas of digital marketing opportunities and create plans to implement them
6. Take the initiative in thought leadership, innovation and creativity
7. Spearhead information technology projects to increase our market reach
8. Oversee all system design and changes in system architecture
9. Attend all Board of Trustee regular and special meetings
10. Chair the Information Technology Advisory Committee

SECTION 11 - DUTIES OF PRESIDENT

It shall be the duty of the President to preside at all regular and special meetings of the organization consisting of the Management Board; meetings of the Board of Trustees as Chief Operations Officer, and also all special meetings of the Board of Trustees, and also all special meetings of the members of the organization herein provided, and all committee meetings in the position of ex-officio: to preserve order, to give the casting vote in all matters voted upon in which a tie vote results, and to perform the other duties usually pertaining to the office of President, and such other duties as the Management Board may require.  The President shall have the power to appoint standing committees and other committees created by the order of the Management Board and to fill vacancies created herein, with the approval of the Board of Trustees.  The President shall also preside over conventions in odd years, with the exception of business pertaining to the Board of Trustees.  With all meetings, the President shall give a report to the Board of Trustees as Chief Operations Officer.

SECTION 12 - DUTIES OF PRESIDENT ELECT (FIRST VICE PRESIDENT)

The President Elect (First Vice President) shall temporarily act in the capacity of the President in h/her absence or disability.  The President Elect (First Vice President) shall immediately assume the office of President upon the President’s death, resignation, removal or at end of term, ending with the President Elect’s (First Vice President) customary two year term of presidency.  The President Elect’s (First Vice President) duties are to focus on current programs of the organization.

SECTION 13 - DUTIES OF SECOND VICE PRESIDENT

The Second Vice President shall temporarily act in the capacity of the President Elect (First Vice President) in h/her absence or disability, and shall perform such other duties as may, from time to time, be required of him by the Management Board.  H/she shall be responsible for chairing the membership committee, of which shall comprise five (5) Members-at-Large, maintaining the number of membership, and the recruitment of the same.  H/she shall prepare, near the end of term, h/her future proposals with approval by the members for h/her second term and/or election as President Elect (First Vice President).

SECTION 14 - DUTIES OF RECORDING SECRETARY

It shall be the duty of the Recording Secretary, subject at all times to the constitution and bylaws and to the order of the Management Board, to keep the minutes of all mini-conferences, conventions, and of all meetings of the Management Board.  H/she shall, in turn, prepare copies of said minutes and distribute them to all members of the Management Board within a reasonable time after each meeting.  Issues which require the vote of the Management Board should be pointed out and submitted at the next meeting of the Management Board.  H/she shall conduct the general correspondence of the organization, and shall work in close conjunction with the Corporate Secretary.

The Recording Secretary shall not make available any and all Board meeting minutes to the general membership unless and when the general membership, as a whole, has an affirmative ⅔ vote to make it available.  These minutes shall be read at the next general meeting.  These same minutes cannot be altered or rejected by the general membership.

All minutes are subject to examination by the Board of Trustees at any time.

No document shall be altered in any way, other than has been prescribed in the Robert’s Rules of Order, and in accordance with the Ohio Revised Code 1702.54.

SECTION 15 - DUTIES OF TREASURER

It shall be the duty of the treasurer to receive all monies belonging to the organization, to keep an account of all receipts and expenditures, to adhere to the annual budget developed by the Board of Trustees and to submit periodical reports on finances to the organization or to the Management Board whenever called upon to do so.  S/he shall keep records of all the names and addresses of members when admitted to the organization and provide the Recording Secretary with an up-to-date copy of such names and addresses.  H/she shall also prepare regular financial reports for the association’s official publication, and complete annual budgets with the Chief Financial Officer to be submitted to the members at each mini-conference.  The treasurer shall be responsible for reviewing all committees’ potential incomes and expenditures according to the committees’ desired programs, estimating the projected membership roster, and for developing emergency financial measures in cases of contingents subject to the approval of the Board of Trustees and Management Board.  The treasurer shall be allowed at least thirty days after the closing of a convention in which to close the books and turn them over to his successor.  At the close of each fiscal year, December 31st, h/her reports shall be audited by the Chief Financial Officer, the Finance & Audit Committee and Financial Advisory Committee.

SECTION 16 - DUTIES OF WEBMASTER

It shall be the duty of the Webmaster to develop, maintain, and expand the organization’s website and alike, and to continuously monitor the website for any issues and/or opportunities to update its software, layout, and anything else that the Management Board charges h/her with.

SECTION 17 - PAST PRESIDENT

The immediate past president, if h/she is still a member in good standing and has completed his term as president honorably and according to the constitution, bylaws and policies, shall be considered a potential candidate for the Board of Trustees.  

The Past President shall chair the Nominations Committee for the Management Board, work in close conjunction with the Corporate Secretary for background checks, and this position has a term of four years.

SECTION 18 - MEMBERS-AT-LARGE

There shall be a total of five (5) members-at-large, and no less.  These members-at-large shall be responsible for the regions of Ohio that were assigned to them, observe the potential of memberships and organizational affiliates, and work in close conjunction with the Second Vice President in recruitment and maintenance of the same.

ARTICLE IV - BOARD OF TRUSTEES & MANAGEMENT BOARD GENERAL DUTIES

SECTION 1 - COMPOSITION

(a) The Board of Trustees shall consist of the Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, Chief Technology Officer, Chief Information Officer and Corporate Secretary.

(i) The Chief Operations Officer and President shall be the same individual.

(b) The Management Board shall consist of the President, President Elect (First Vice President), Second Vice President, Recording Secretary, Treasurer, Past President, five (5) Members-at-Large, and Webmaster.  The Second Vice President, or any chairman of standing committees may be invited to sit in at any of the board meetings if h/her presence is deemed necessary.

(i) The President and Chief Operations Officer shall be the same individual.

SECTION 2 - DUTIES AND REGULAR MEETINGS

1. The Board of Trustees shall have full authority and responsibility to develop policies, procedures and regulations for the operation of the organization, and monitor the organization’s financial health, programs and overall performance.  It shall have at least two meetings per year, and shall preside over each convention.  The Board of Trustees shall determine the annual budget of this organization every two years, in addition to bylaws review, bylaws revisions, policies and investments.
2. The Management Board shall have general conduct of the affairs of the association between regular state conventions and mini-conferences.  It shall endeavor to carry out the expressed will of the organization as far as circumstances may render it wise and permissible.  However, the Management Board shall not have the power to alter any article or section of the constitution and bylaws of the organization.  The Management Board shall hold regular meetings at least four times per year, with such meetings being held in neutral locations such as libraries.  The President Elect (First Vice President) shall also attend all meetings of the Board of Trustees as the Chief Operations Officer.  The use of deaf clubs and/or other deaf-based associations or organizations for regular meetings shall not be allowed.

SECTION 3 - SPECIAL MEETINGS

1. Special meetings of the Board of Trustees may be held at such time and place, pursuant to a written call by the Chief Executive Officer and Corporate Secretary; or may be held at such time and place without previous notice by the unanimous written consent of the board members.  When a special meeting of the Board of Trustees is necessary, it must be limited to one or two objects for which it is found needed.  Irrelevant subjects must wait for a regular meeting.
2. Special meetings of the Management Board may be held at such time and place, pursuant to a written call by any two members of the board; or may be held at such time and place without previous notice by the unanimous written consent of the board members.  When a special meeting of the Operations Board is necessary, it must be limited to one or two objects for which it is found needed.  Irrelevant subjects must wait for a regular meeting.
3. If members’ requests of the Management Board to have a special meeting is denied, and the members’ concerns are valid, the members shall request a special meeting from the Board of Trustees.

SECTION 4 - NOTICE FOR MEETINGS

A written or printed notice shall be given for every meeting, stating the time, place and objective thereof, at least 15 days before such meeting, and be posted on the association’s website and social media 24 hours before the meeting as a reminder.

1. Any notice required to be given to the Board of Trustees for a meeting, hereinafter may be waived by a Board of Trustee officer.
2. Any notice required to be given to the Management Board for a meeting, hereinafter may be waived by an Management Board officer.

SECTION 5 - ELECTRONIC MEETINGS

Electronic Meetings Officers of the Board of Trustees and Management Board along with their Standing and/or Advisory Board members and selected members in good standing may participate in an open or closed meeting of such Board or committee by means of teleconferencing and/or videoconferencing by which all persons participating in the meeting can communicate with each other simultaneously. Participation in a meeting pursuant to this section shall constitute in-person presence at such meeting.

These electronic means of communicating can be for limited committee meetings or combined board meetings or for large webinar meetings or as needed by action of the CEO or COO/President.

SECTION 6 - QUORUM

1. A simple majority (51%) of the Board of Trustees shall constitute a quorum at these meetings
2. A simple majority (51%) of the Management Board shall constitute a quorum at these meetings

SECTION 7  - VACANCIES

1. In case of vacancy in the Board of Trustees through death, resignation, disqualification, other cause before an officer’s term was completed or for any other reason, the Chief Executive Officer shall appoint an individual to fill such vacancy, upon the Board of Trustees’ approval.  If there is no Corporate Secretary or Chief Executive Officer, then the remainder of the Board of Trustees shall fill vacancies from a list of past presidents in good standing, first, on a temporary basis until elections, and a list of past officers in good standing, second.  The qualifications of Corporate Secretary, as listed in Article III, Section 2, (4) must also be met.
2. In case of vacancy in the Management Board through death, resignation, disqualification or other cause before an officer’s term was completed, the Management Board shall appoint individuals to fill these vacancies, subject to the Board of Trustees approval and the members of the association shall vote to accept the appointed individual(s).

The member(s) so appointed to fill the unexpired term shall remain in such vacated office until their successors shall have been elected at the next convention or mini-conference as outlined in Article III, Section 2; taken oath and become officers at the beginning of the new fiscal year after the conference.

ARTICLE V - STANDING COMMITTEES

SECTION 1 - ADVISORY AND STANDING COMMITTEES

(a) The Board of Trustees advisory committees shall consist of the following:

(i) Financial Advisory Committee

(ii) Law Advisory Committee

(iii) Information Technology Advisory Committee

(1) These Advisory Committees shall serve only the Board of Trustees and shall consist of a lawyer, accountant, stock broker, and two deaf state-wide representatives, not counting the chairperson, of whom shall be from the Board of Trustees.

(b) The standing committees shall consist of the following:

(i) Finance & Audit

(ii) Education

(iii) Legislative

(iv) Public Relations

(v) Membership

(vi) Advocacy

(vii) Fundraising

(viii) History

(ix) Ways and Means

(x) Public Relations

(1) These standing committees shall serve only the Management Board.

SECTION 2 - RIGHTS OF CHAIRPERSONS

Chairpersons shall have but one term of 2 years, and must be an active member in good standing prior to serving as a chairperson.  Chairpersons of the standing committees shall be allowed to vote on all issues at conventions and mini-conferences and during meetings of the Management Board.  Chairpersons of the standing committees may sit in on Board of Trustee meetings for review purposes only.

SECTION 3 - REPORTS AND MINUTES

Reports of committees shall be made through the chairpersons and/or the co-chairperson at called Management Board meetings.  Necessary interim reports are to be made to both the President and Recording Secretary of the organization.  A written summary report shall be prepared and presented to the Management Board and to delegates at conventions and mini-conferences assembled.

The chairperson of the committee shall have the duty to appoint a member of the same committee to be a secretary so as to record accurate minutes.  The Board of Trustees and Management Board shall have the right to ask for and receive these minutes at any time.

SECTION 4 - QUORUM

The presence of the committee chairperson and another member of the same committee shall be sufficient to transact business.  In an emergency, the committee chairperson may act as h/she sees fit, and report to the other members of the committee later.

SECTION 5 - APPOINTMENTS, DUTIES, VACANCIES, ETC.

1. The chairperson of each committee shall appoint from among its number a secretary.  The chairperson shall preside at all meetings of the committee of which h/she is a chairperson, and the committee secretary thereof shall keep an accurate record of all its proceedings to be made a part of the records of the organization.
2. The chairperson of each committee is to record the names of the persons on the committees so appointed by the chairperson and submit to the President and Recording Secretary prior to any meetings held.
3. The President, with the approval of the Management Board, may fill vacancies in any committee, if the committee chairperson declines to do so h/herself.
4. The Management Board may, at any time, revoke the appointment of any member of any committee if deemed advisable.
5. The delegate(s) to the NAD conference is to be nominated and elected separately at the time of this organization’s state convention and mini-conference.

SECTION 6 - SUBSTITUTION

A committee chairperson, when h/she deems necessary, may request any member of the Management Board to serve on h/her committee as an alternate in the absence of a regular member of said committee.

BYLAWS

ARTICLE VI - TWO TIER GOVERNMENT

SECTION 1 - GOVERNMENT

The association shall have a Board of Trustees and a Management Board, both of whom shall be subject to the Constitution and Bylaws.

SECTION 2 - MEETINGS

The Board of Trustees shall hold at least two meetings per year in any form desired, in addition to a meeting which is required to nominate and/or appoint officers.

The Management Board shall hold at least four meetings per year in any form desired, in addition to a meeting which is required to nominate and/or appoint officers.

SECTION 3 - OFFICERS

The Board of Trustees shall have the following officers to conduct its affairs:

1. Chief Executive Officer
2. Chief Operations Officer
3. Chief Financial Officer
4. Chief Technology Officer
5. Chief Information Officer
6. Corporate Secretary.

The Management Board shall have the following officers to conduct its affairs:

1. President,
2. President Elect (First Vice President),
3. Second Vice President,
4. Recording Secretary,
5. Treasurer, Webmaster,
6. five (5) Members-at-Large, and
7. Past President.

SECTION 4 - ELECTION

The election/appointment of the Board of Trustees shall be:

1. At each state convention, held every 4th even year.
2. The positions of Chief Information Officer, Chief Financial Officer and Chief Technology Officer shall be open for elections.
3. The position of Chief Executive Officer shall be appointed by the Board of Trustees from a list of nominees provided by the Corporate Secretary, which shall be collected from the Board of Trustees only.
4. All positions are limited to four years, and only two consecutive terms.
5. The position of Corporate Secretary shall be selected by the Board of Trustees from a list of nominations collected by the Corporate Secretary from the Board of Trustees, Management Board or general membership and the appointment shall be approved by the same, and shall have a term of 4 years with two consecutive terms.
6. The position of Chief Operations Officer shall not be elected, as this is the same individual who will hold the Presidential position on the Operations Board, and the Presidential position is not to be voted for by the members.
7. If no qualified candidates are available and/or they do not meet the criterias established in this constitution and bylaws, including background checks issued by themselves 90 days after elections or the Trustee Secretary’s monthly background checks into their sexual/domestic violence and felony activities turns up a conviction, then Board of Trustees positions will be appointed by the remainder members of the Board of Trustees.

The election of the Management Board shall be:

1. At each state mini-conference, held every second odd year, there shall be an election of officers regarding the Management Board’s positions of Second Vice President and Recording Secretary.  The nomination of these positions shall be the charge of the Past President as chair of the Nominations Committee.  These elected officers are to take office the first of the year following election.  The names and addresses of all such duly elected officers shall be sent to the Corporate Secretary and Recording Secretary of the organization on forms provided, not later than two weeks after the election.
2. Each prior president in good standing, who has completed the full two (2) year term, shall be potential candidates for the Board of Trustees and shall assume that position upon the approval of a simple majority of the Board of Trustees.
3. The President Elect (First Vice President) shall automatically ascend to the position of President during election, without a vote.
4. The Second Vice President shall be eligible for the position of President Elect (First Vice President) during election, without a vote, if there are no other candidates.
5. At each election, when the office of President has been completed and ascension of the President Elect (First Vice President) has been made, the position of Second Vice President shall be nominated and voted for if there are other contenders.
6. At each convention in Columbus, held every odd year, shall elect a Treasurer.
7. By ballot, a majority vote shall elect.
8. Write-in ballot may elect
9. Electronic vote, by noon of the day of election
10. Vote by proxy shall not be allowed
11. In case of a deadlock, candidates shall give a presentation of their plans and vision, and members shall do a “run-off” vote.

SECTION 5 - DUTIES OF OFFICERS

All the officers of the Board of Trustees shall be responsible for:

1. Fully understanding and committing to the mission, goals and objectives of the organization
2. Fully understanding the roles and responsibilities of the Operations Board
3. Fully understanding the roles and responsibilities of all committees
4. Fully understanding the day-to-day activities of the organization
5. Preparing for and attending all meetings of the Board of Trustees
6. Serving on Board committees and subcommittees as appointed or elected
7. Providing general advice and assistance to the organization upon request by Board members and/or committees
8. Providing reports, materials and other items associated with Board responsibilities and activities in a timely manner
9. Informing the Board of all actual and potential conflicts of interest relating to the general purpose and activities of the organization and to specific issues before the Board.
10. Annual budgets, bylaws revisions, bylaws review, policy changes, membership increases, and investments.

Board of Trustees members shall act as voting members of the Board with full authority and responsibility to develop policies, procedures and regulations for the operation of the association and monitor the association’s financial health, programs and overall performance.

POLICY:

1. To make a final determination and vote on the strategic plan for the association and evaluate the association’s performance in accomplishing its mission on an annual basis
2. To review, discuss and vote on program committee guidelines, and to vote on all grant submissions for funding
3. To develop policies for the operation of the program committees, and to develop policies for trustee participation on the Board

PERSONNEL:

1. To vote and appoint members of the Board of Trustees, determine performance standards, and evaluate performance on an annual basis
2. To review and approve officer and member policies

FINANCE:

1. Review and approve the association’s annual budget
2. On an annual basis, to review and approve a spending policy, determining the amount of money that will be available for grantmaking, and an investment policy that fulfill the mission and goals of the association
3. Oversee the work of the Finance Advisory Committee, Finance & Audit Committee and alike in defining investment goals, monitoring the management of investments and adhering to tax requirements

TO EVALUATE ON A REGULAR BASIS:

1. The organization’s effectiveness in accomplishing its mission
2. The role, performance and effectiveness of the members of the Board of Trustees and members of the Operations Board
3. The effectiveness of the allocation of resources and whether the organization should continue as an organization

 TO ESTABLISH AND OVERSEE:

1. Institutional policies including but not limited to a policy of non-discrimination
2. Officer and member policies
3. Systems for fiscal accountability

 TO TAKE RESPONSIBILITY FOR PLANNING BY:

1. Ensuring that there is a mission statement
2. Ensuring that there is a strategic plan
3. Overseeing the implementation of the strategic plan

 TO OVERSEE THE ACQUISITION AND ALLOCATION OF FUNDS BY:

1. Defining investment goals
2. Monitoring the management of investments
3. Approving the association’s overall program plan

The individual duties of the officers of the Board of Trustees shall be:

(A) CHIEF EXECUTIVE OFFICER:  

1. Act as the figurative head of the organization when communicating with stockholders, government entities and the general public
2. Lead the development of the organization’s long and short-term strategies
3. Manage overall operations and make major decisions affecting the organization
4. Manage the organization’s resources
5. Negotiate or approve agreements and contracts for the organization, through collaborative voting of the Board of Trustees, via a tie-breaker vote.
6. Monitor organization performance while continually seeking to identify ways to cut costs and improving performance and programs in their ongoing efforts to meet the organization’s goals
7. Create an agenda for each Board of Trustees meeting with the Corporate Secretary
8. Attend all Board of Trustees regular and special meetings
9. Manage all Board of Trustees meetings according to Robert’s Rules of Order and ensuring proper behavior
10. Preside over the mini-conference every odd year

(B) CORPORATE SECRETARY:

1. Perform accurate research and analysis
2. Coordinate arrangements, meetings and/or conferences as assigned
3. Record minutes and write correspondence
4. Compile, proofread and revise drafts of documents and reports
5. Daily record keeping and filing of documents
6. Prepare reports, presentations and correspondence accurately and swiftly
7. Create and organize information and generate reference tools for easy use
8. Ensure efficient and effective administration information and assistance
9. Chair the Law Committee
10. Perform background checks on all members and officer candidates periodically
11. Enforce all policies, regulations, Constitution and Bylaws
12. Report any and all potential violations of regulations to the Board of Trustee members
13. Remove members with sexual/domestic violence and felony records from the association and ensure that the removal is immediate
14. Create an agenda for each Board of Trustees meeting with the Chief Executive Officer
15. Attend all Board of Trustees regular and special meetings
16. Compile a list of nominees collected from the Board of Trustees, Management Board and general membership for election of the Board of Trustees by the Board of Trustees.

No document shall be altered in any way, other than has been prescribed in the Robert’s Rules of Order, and in accordance with the Ohio Revised Code 1702.54.

(C) CHIEF FINANCE OFFICER:

1. Execute the financial strategy of the company
2. Manage financial controls and accounting procedures
3. Ensure full transparency over the financial performance of the association
4. Provide advice on how to increase revenue and reduce costs
5. Effectively and clearly communicate potential risks in a timely manner
6. Propose action plans to ensure that annual financial objectives are attained
7. Support the Chief Executive Officer with the preparation of financial plans
8. Maintain speed and accuracy of debt payments and membership dues
9. Coordinate and produce all tax documentation as required
10. Attend all Board of Trustees regular and special meetings
11. Chair the Finance Committee
12. Develop annual budgets every two years
13. Observe, maintain and improve investments

(D) CHIEF OPERATIONS OFFICER:

1. Supervise all daily operations of the association
2. Work closely with the Chief Executive Officer and Chief Financial Officer on all matters related to the association
3. Perform Board of Trustees and Operations Board reviews and developing corrective action plans if needed
4. Develop and implementing strategies, procedures and business plans needed to enhance organizational growth
5. Work with the entire Board of Trustees to set organizational performance goals
6. Cultivate and provide opportunities for rising talent within the organization
7. Attend all Board of Trustees and Operations Board regular and special meetings
8. Function as the President on the Operations Board of the organization
9. Manage Operations Board meetings according to Robert’s Rules of Order, and ensuring proper behavior.
10. Report any and all potential violations of regulations to the Trustee Secretary

(E) CHIEF INFORMATION OFFICER:

1. Analyze the technology currently used for design, development and administration for efficiency and accuracy
2. Collaborate with committee chairpersons and the Chief Executive Officer to measure resource use and allocation
3. Supervise the development and advancement of the communications network
4. Design a wide area connectivity network infrastructure with an emphasis on filling remote access needs
5. Negotiate contracts with vendors and service providers for installing new technology and training officers and committees on its use
6. Prepare cost-benefit analyses for every change in the information technology workflow
7. Suggest hardware and software upgrades as appropriate to improve operations, consistency and budgetary success
8. Work closely with the Trustee Secretary on distribution of information
9. Attend all Board of Trustees regular and special meetings

(F) CHIEF TECHNOLOGY OFFICER:

1. Represent the technological agenda in all meetings
2. Maintain current knowledge of technology landscape and developments
3. Consolidate the organization’s technology platforms and create plans for each
4. Track, analyze and monitor technology performance metrics
5. Identify new areas of digital marketing opportunities and create plans to implement them
6. Take the initiative in thought leadership, innovation and creativity
7. Spearhead information technology projects to increase our market reach
8. Oversee all system design and changes in system architecture
9. Attend all Board of Trustee regular and special meetings
10. Chair the Information Technology committee

All Board of Trustee officers shall have the duties and powers as authorized by the Constitution and Bylaws.

The duties of the Management Board shall be:

1. The President: It shall be the duty of the President to preside at all regular and special meetings of the association consisting of the Management Board; meetings of the Board of Trustees as Chief Operations Officer, and also all special meetings of the Board of Trustees, and also all special meetings of the members of the association herein provided, and all committee meetings in the position of ex-officio: to preserve order, to give the casting vote in all matters voted upon in which a tie vote results, and to perform the other duties usually pertaining to the office of President, and such other duties as the Management Board may require.  The President shall have the power to appoint standing committees and other committees created by the order of the Management Board and to fill vacancies created herein, with the approval of the Board of Trustees.  The President shall also preside over conventions in odd years, with the exception of business pertaining to the Board of Trustees.  With all meetings, the President shall give a report to the Board of Trustees as Chief Operations Officer.
2. President Elect (First Vice President):  The President Elect (First Vice President) shall temporarily act in the capacity of the President in h/her absence or disability.  The President Elect (First Vice President) shall immediately assume the office of President upon the President’s death, resignation, removal or at end of term, ending with the President Elect’s (First Vice President) customary two year term of presidency.  The President Elect’s (First Vice President) duties are to focus on programs of the association.
3. Second Vice President: The Second Vice President shall temporarily act in the capacity of the President Elect (First Vice President) in h/her absence or disability, and shall perform such other duties as may, from time to time, be required of him by the Management Board.  H/she shall be responsible for chairing the membership committee, maintaining the number of membership, and the recruitment of the same.
4. Recording Secretary:  It shall be the duty of the Recording Secretary, subject at all times to the Constitution and Bylaws and to the order of the Management Board, to keep the roll of membership, to keep the minutes of all mini-conferences, conventions and of all meetings of the Management Board; to send notices of all meetings to members, and to perform such other duties as may be required of h/her by the members of this association.  Thirty days before a state conference, h/she and/or the Treasurer shall give the Necrology Committee chairperson a list of all deceased members, and shall work in close conjunction with the Corporate Secretary.  No document shall be altered in any way, other than has been prescribed in the Robert’s Rules of Order, and in accordance with the Ohio Revised Code 1702.54.

TREASURER: IT SHALL BE THE DUTY OF THE TREASURER, SUBJECT AT ALL TIMES TO THE CONSTITUTION AND BYLAWS, TO RECEIVE THE FEES, DUES AND ASSESSMENTS OF THE MEMBERSHIP, TO DEPOSIT COLLECTIONS INTO THE ASSOCIATION’S BANK ACCOUNT(S) AND TO ADHERE TO THE ANNUAL BUDGET DEVELOPED BY THE BOARD OF TRUSTEES.  H/SHE SHALL ALSO KEEP SUCH FINANCIAL ACCOUNTS AS MAY BE REQUIRED BY SUCH MEMBERSHIP AND BY THE BOARD OF TRUSTEES AND MANAGEMENT BOARD, AND ON EXPIRATION OF H/HER TERM OF OFFICE, TURN OVER TO H/HER SUCCESSOR ALL PROPERTY, BOOKS, PAPERS AND MONIES, AND SHALL PERFORM SUCH OTHER DUTIES AS MAY BE REQUIRED OF H/HER BY SUCH MEMBERS AND THE BOARD OF TRUSTEES AND MANAGEMENT BOARD.

WEBMASTER:  IT SHALL BE THE DUTY OF THE WEBMASTER TO DEVELOP, MAINTAIN, AND EXPAND THE ASSOCIATION’S WEBSITE AND ALIKE, AND TO CONTINUOUSLY MONITOR THE WEBSITE FOR ANY ISSUES AND/OR OPPORTUNITIES TO UPDATE ITS SOFTWARE, LAYOUT, AND ANYTHING ELSE THAT THE MANAGEMENT BOARD CHARGES H/HER WITH.

PAST PRESIDENT: THE IMMEDIATE PAST PRESIDENT, IF H/SHE IS STILL A MEMBER IN GOOD STANDING AND HAS COMPLETED HIS TERM AS PRESIDENT HONORABLY AND ACCORDING TO THE CONSTITUTION, BYLAWS AND POLICIES, SHALL BE CONSIDERED A POTENTIAL CANDIDATE FOR THE BOARD OF TRUSTEES.  

The Past President shall chair the Nominations Committee for the Management Board, work in close conjunction with the Corporate Secretary for background checks, and this position has a term of four years.

ARTICLE VII - AMENDMENTS

SECTION 1 - AMENDMENTS

Any member may submit amendments for the Constitution and Bylaws, in writing, to the Board of Trustees’s Law Advisory Committee chairperson, of whom shall be the Corporate Secretary, of this organization three (3) months prior to any conference.  

ARTICLE VIII - DEFINITIONS AND INTERPRETATIONS

SECTION 1 - ASSOCIATION

The term “this association”, “said association”, “the association” and/or “Organization” as used in the Constitution and Bylaws shall mean Ohio Association of the Deaf, Inc., a corporation not for profit, organized and existing under the laws of the State of Ohio.

SECTION 2 - BOARD OF TRUSTEES

THE TERM “BOARD OF TRUSTEES” SHALL MEAN TO CONSIST OF ALL 2ND-TIER OFFICERS OF THE ASSOCIATION AND THE CHAIRPERSONS OF ALL THE STANDING COMMITTEES; CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF TECHNOLOGY OFFICER, CHIEF OPERATIONS OFFICER, AND CORPORATE SECRETARY.

SECTION 3 - MANAGEMENT BOARD

THE TERM “MANAGEMENT BOARD” SHALL MEAN TO CONSIST OF THE PRESIDENT, PRESIDENT ELECT (FIRST VICE PRESIDENT), RECORDING SECRETARY, TREASURER, WEBMASTER, PAST PRESIDENT AND ANY CHAIRMAN OF A STANDING COMMITTEE.

SECTION 4 - PRESIDENT ELECT

The term “President Elect”, as used in the Constitution and Bylaws, shall mean the “First Vice President”.

SECTION 5 - SHALL

The term “shall”, as used in the Constitution, Bylaws and policies, is the same as “must” and cannot be avoided.

SECTION 6 - QUORUM

The term “quorum” shall mean a majority of the committee for committee meetings, a majority of the board for board meetings, and a majority of the membership for general meetings.

SECTION 7 - CONSTITUTE

The term “constitute” shall mean “made of”, as in the context.

ARTICLE IX - USE AND MISUSE OF THE ASSOCIATION’S NAME

SECTION 1 - NAME OF ASSOCIATION

The name of this organization shall not be used except on the official papers, stationery and membership cards.  Any literature, special books, buttons, badges, charms, etc. pertaining to the association requires permission be obtained from the Board of Trustees for such use.

SECTION 2 - OFFICERS AND MEMBERS

No officer or member of the association shall use the name “Ohio Association of the Deaf, Inc.” to secure a personal loan, or to raise funds for any purpose whatever, from any individual, firm or corporation, under penalty of suspension or expulsion, or prosecution in the public courts for obtaining money under false pretenses by the Board of Trustees provided that nothing in this section or the foregoing one shall mean to prohibit members from holding socials, picnics and alike, to raise funds for local purposes, and from printing or publishing such literature as may be proper or convenient in connection therewith.  No officer or member of the association shall use any property of the association without prior authorization of the Management Board and Board of Trustees.

ARTICLE X - MEMBERSHIP

SECTION 1 - COMPOSITION

All persons who are in sympathy with the purposes of this organization, regardless of their residence, background and/or culture, are eligible for membership in the association upon payment of dues, as stipulated herein.

SECTION 2 - CLASSIFICATION

The membership shall consist of five classes, as follows:

1. Active Membership:  This is open to all persons, who are fluent in the use of sign language or who supports this organization’s mission, and residing within the 500-mile area from the borders of Ohio within the United States.  These members shall be entitled to all rights and privileges of active members and may hold offices.  Members outside the 500-mile area may serve in elective office if h/she meets all other qualifications of membership and a majority approval of the Executive Board is given.  Active members shall receive a subscription of the Buckeye Bulletin newsletter.
2. Associate Membership:  This is a discounted option open to all persons 60 years of age and above within the 500-mile area from the borders of Ohio within the United States upon payment of Associate membership dues.  These members may enjoy all the privileges of the active members and hold a membership position on any committee with voting rights, but shall not vote in general meetings.  Associate members shall receive a subscription of the Buckeye Bulletin.
3. Honorary Membership:  By a two-thirds vote at a conference of the association, honorary membership may be conferred on all persons in recognition of their outstanding service in the interests of the deaf.  Such members may enjoy all the privileges of the active members, but may not vote or hold office.  They will receive a subscription of the Buckeye Bulletin.
4. Student Membership:  A one-year membership shall be conferred on graduating students of the Ohio School of the Deaf and alike programs.

SECTION 3 - FRIENDS OF LIBRARIES

1. The Ohio Association of the Deaf, as an entity, shall affiliate and remain affiliated with Ohio’s chapter(s) of the Friends of Libraries, the United for Libraries division under the American Library Association and shall pursue any and all resources that the American Library Association has to offer and to expand this organization through such affiliations for the life of this organization.  It shall be under the Board of Trustees’ jurisdiction to ensure that this is followed through at all times.

All members, regardless of rank and/or classification are required to follow the Constitution, Bylaws and policies at all times.

ARTICLE XI - ADMISSION, LAPSE, EXPULSION, ETC.

SECTION 1 - PROCEDURE ON ADMISSION

Applicants for any membership classification, except honorary and student, shall apply in writing thereof, or in person to the Recording Secretary and the Recording Secretary, upon receipt thereof, may promptly submit such applications to file, with copies given to the Corporate Secretary.  The membership of such applicants whose applications have been submitted shall be effective beginning on the date of the application.  Applications of persons convicted of sexual violence and/or domestic violence shall be automatically denied by the Trustee Secretary.  Application denial reasons shall not be based on favoritism or rumor.

SECTION 2 - FORFEITURE OF MEMBERSHIP

Any member who fails to pay the fees, dues and assessments as hereinafter set forth shall be given a 30-day notice thereof by the treasurer with the association’s logo and seal, and unless such fees, dues and assessments are paid by the end of the 30-day grace period, such member’s name shall be dropped from the roll of membership of the association, and thereupon all rights shall cease.  An additional 15-day grace period shall be conferred upon the delinquent member at the treasurer’s discretion.

SECTION 3 - REINSTATEMENT

Members whose names are dropped from the membership roll for non-payment of fees, dues and/or assessments shall be reinstated as members of the association only upon payment of membership fees, but shall not be eligible for the early bird special.

SECTION 4 - EXPULSION

The Board of Trustees shall retain the sole right to vote in regards to expulsion of any member for any acts or action which they consider a fraudulent attempt to obtain personal or financial gain from the association, or acts/actions in gross violation of the Constitution, Bylaws and Policies.  

The expulsion of those who have been convicted of sexual/domestic violence or a felony during their membership shall require no vote, shall be automatic, effective immediately and without membership refunds.  This particular expulsion will be enforced by the Corporate Secretary.

ARTICLE XII - DUES, FEES, ASSESSMENTS AND DONATIONS

SECTION 1 - ANNUAL DUES

1. The annual dues of the Association for all membership classifications  shall be payable to the Corporate Secretary.
2. The annual dues of the Association for all membership classifications shall be payable at the beginning of the fiscal year, which is January 1st through December 31st.  
3. The Corporate Secretary shall determine, from these applications of membership, who are new and who have lapsed.  
4. The Corporate Secretary shall determine whether a new member is entitled to a pro-rate of 70% of the membership due beginning in April if they  join the month of April and afterwards.
5. An early bird special of membership dues shall begin December 2nd and end December 31, and shall be available to all non-delinquent members.
6. The Corporate Secretary shall conduct background checks on all applicants, and if a sexual/domestic violence or felony is on record, that applicant shall be immediately denied and their membership dues returned.

SECTION 2 - INCREASE IN DUES

The Board of Trustees may, if it deems the financial condition of the Association so warrants, based on research from the Chief Financial Officer and the Board of Trustees at the time of the annual budget, given to the membership an increase in dues to ensure the financial stability of the association.  The Management Board may not make that determination at any time.

ARTICLE XIII - COMPENSATIONS AND EXPENDITURES

SECTION 1 - COMPENSATION AND EXPENDITURES OF OFFICERS AND MEMBERS

No member in any position shall be eligible for compensation of any kind.  No compensation shall be made for food, lodging, lost wages, time, mileage or any other reason.

ARTICLE XIV - MINI-CONFERENCE, CONVENTION AND GALA PROFITS AND DEFICITS

SECTION 1 - CONTRACT

A contract between the host entity and the state Association’s Board of Trustees must be prepared one year previous to the convention, mini-conference and gala.  This will include a contract with the hotel or motel, copies of said contract go to the hotel or motel manager and the Board of Trustees.

A complete report of the convention in odd years in Columbus, mini-conferences in even years in various locations and galas shall be submitted to the Board of Trustees for approval before announcing date and plans.

ARTICLE XV - BANKING AND ACCOUNTING

SECTION 1 - DEPOSITORY

The Board of Trustees shall direct the Chief Finance Officer to designate the depository of the Association’s funds and monies which allows the greatest flexibility in meeting the Association’s day to day business along with its annual budget needs.

SECTION 2 - FUNDS AND MONIES

All daily funds or monies to the Association, within 24 to 48 hours upon receipt, shall be deposited by the Treasurer into the Association Depository.

(a) Any and all funds received for outside the annual budget shall be reported to the Chief Finance Officerby the Treasurer bi-monthly but deposited within 24 to 48 hours into the Association’s cash reserve account as directed by the Chief Finance Officer as held by the Board of Trustees for future programs, needs or transferred to investments.

(b) Expenditures from the Association’s cash reserve account are solely at the determination of the Board of Trustees.

(c) The Management Board, through the Treasurer, shall receive and expend any funds limited to those outlined in the annual budget as approved by the membership and as developed annually by the Board of Trustees of the Association.

(i) All excess funds or monies left over from the annual budget of any fiscal year are to be deposited back to the Association’s cash reserve account ten (10) days after the end of said fiscal year.

(ii) Deficits of any line item spending within the annual budget are never permitted by the Management Board or the Treasurer without previous approval of the Chief Finance Officer up to $500.00 or by the Board of Trustees for funds exceeding $500.00.

SECTION 3 - WORKING CAPITAL FUNDS

The annual budget shall provide a line item for working capital (same as petty cash) not exceeding $250.00 for unforeseen annual expense(s) or initial payments required of a function related to a line item.  These expenditures must be approved by the Treasurer and as directed by the President/Chief Operations Officer of the Management Board.

1. The working capital shall not fund any line item deficits.
2. This fund can be re-supplemented by surplus of another line item of the annual budget as directed by the President/Chief Operations Officer or by the Chief Finance Officer from the Association’s cash reserve account limited to $250.00 twice a year.

SECTION 4 - WITHDRAWAL OF OPERATING FUNDS AND MONIES

All funds and monies of the Association, except those provided in Section 3 and 5, shall always be withdrawn from the depository with receipt of withdrawals matching the monthly bank statement from said depository.

(a) All operating expenditures by the Management Board shall be by check only from the Association’s depository matching the monthly bank statement of such depository.

(b) No cashiers check, money order, debit card or cash may be used for any annual budget line item expenditures.

(c) Association credit cards shall be held by the Chief Finance Officer and Treasurer with a usage limit of $500.00 and approved by the Chief Executive Officer and President/Chief Operations Officer respectively.

(d) Association checks accounting to $500.00 can be written by the Chief Finance Officer and/or Treasurer individually or by both when amounts exceed $500.00.

(i) The President/Chief Operations Officer may sign in an emergency situation.

SECTION 5 - SAFEKEEPING

All securities or evidence of indebtedness belonging to the Association shall be deposited or withdrawn by the Chief Finance Officer for safekeeping in or from a secured custodian account(s) under the terms subjecting such safeguards as the Board of Trustees.

1. The Board of Trustees, by a vote of 51%, shall determine all safekeeping custodial accounts of funds, monies, grants, securities, bonds, endowments and/or trusts developed internally or from external sources such as or bestowed upon or bequeath or by donations.

SECTION 6 - BONDED OFFICERS

The President and Treasurer of the Association shall be bonded in such amount as may be determined by the Board of Trustees, the premiums thereof to be paid by the Association, such bonds to be delivered to and held in the custody of the President/Chief Operations Officer and Chief Executive Officer.

SECTION 7 - AUDIT OF BOOKS AND RECORDS

The books and records of this Association treasury shall be audited annually and at such other times as the Board of Trustees may require by a financial committee chaired by the Chief Finance Officer.

SECTION 8 - SUBSTITUTION FOR TREASURER

The President/Chief Operations Officer may sign checks in an emergency.

ARTICLE XVI - OFFICIAL PUBLICATION

SECTION 1 - AUTHORIZATION

1. There shall be published at least four times per year and one special edition an official publication digitally by the Chief Information Officer, in concert with the Recording Secretary.  Members may choose to receive a paper copy of the publication.
2. The official newsletter shall be known as Buckeye State Bulletin.
3. The Bulletin shall print all official reports, local news, and such other information that will be of interest to the members of the Association, as well as proceedings of the Association’s conventions and mini-conferences.
4. Special editions shall contain financial reports.

SECTION 2 - SUBSCRIPTIONS

1. All members in good standing shall receive a digital copy of the Buckeye State Bulletin.
2. All members in good standing who request a paper copy shall be charged $5.00 as shown on the membership form.
3. All non-members who request a Buckeye State Bulletin, whether paper or digital, shall be charged $5.00 per issue.

ARTICLE XVII - DUTIES OF ADVISORY COMMITTEES

SECTION 1 - LAW ADVISORY COMMITTEE

The Law Committee shall report directly to the Board of Trustees, shall be chaired by the Corporate Secretary, and the committee shall consider all proposed amendments in the bylaws and constitution and when such amendments are properly submitted to the Board of Trustees through the Corporate Secretary, the Board of Trustees shall adopt or reject these proposals.  The Board of Trustees, after adoption or rejection of proposals, shall provide each member of the Association with a copy of the proposal(s) for the bylaws and constitution and notify members of any adopted revisions and of reasons for rejections of proposals through the Association’s official publication, the Buckeye State Bulletin.

Aside from the Law Advisory Committee, all members also have the right to propose amendments to the Law Advisory Committee and/or Board of Trustees at any time.

SECTION 2 - FINANCIAL ADVISORY COMMITTEE

The Financial Advisory Committee shall report directly to the Board of Trustees, shall be chaired by the Chief Financial Officer, and the committee shall consider all relevant incomes, expenditures, sponsorships, contributions, donations, membership dues and formulate an annual budget plan to be approved by the Board of Trustees.  It shall also endeavor to compile suggestions for increasing income and decreasing expenditures.

SECTION 3 - LEGISLATION COMMITTEE

The Legislation Committee shall report directly to the Management Board and read the titles of all bills introduced in the state legislature.  If, after close examination, there are found bills which might reflect severely on the welfare of the deaf, the Management Board shall be notified immediately, so proper action may be taken.

ARTICLE XVIII - DUTIES OF STANDING COMMITTEES

SECTION 1 - ADVOCACY COMMITTEE

The Advocacy Committee shall report to the Management Board, work in cooperation with other state and local agencies in maintaining a working advocacy program as effectively as possible for the deaf of our state.

SECTION 2 - PUBLIC RELATIONS COMMITTEE

The Public Relations Committee shall report directly to the Recording Secretary and prepare, publish and make available to the public and to members of the Association brochures, leaflets and other literature containing information of public interest concerning the purpose, activities and achievements of our association and the deaf in general.

The Public Relations Committee shall work in concert with the Chief Information Officer and Recording Secretary.

SECTION 3 - EDUCATION COMMITTEE

The Education Committee shall report directly to the Management Board, educate the public concerning the deaf and work toward the preservation of the combined system of instruction and the continuance of state residential schools for the deaf as the official and authentic state agencies for the instruction of the deaf, and work toward the end that the Ohio School for the Deaf receive appropriate funds and highly trained teachers.

This committee shall also see that Ohio students sent to any mainstream programs, colleges and universities receive any aid from the state to which they are entitled and endeavor to work in cooperation with the Education Committee of the Ohio Alumni Association and the State Board of Education.

SECTION 4 - MEMBERSHIP COMMITTEE

The Membership Committee shall report directly to the Management Board and Corporate Secretary, shall be chaired by the Second Vice President, and shall work to maintain, promote and expand membership.

SECTION 5 - FINANCE AND AUDIT COMMITTEE

The Finance and Audit Committee shall report directly to the Management Board and Board of Trustees, shall be chaired by the Chief Financial Officer, and shall study and recommend to the Board of Trustees ways and means for raising funds to improve the financial status of the Association.

The Finance and Audit Committee shall also audit the books of the Treasurer and all pertinent financial reports of all committees and stated intervals by the Board of Trustees and certify to the Association the true state thereof.

SECTION 6 - WAYS AND MEANS COMMITTEE

The chairman of this committee shall be appointed by the President/Chief Operations Officer, with the approval of the Board of Trustees.  The chairman may choose as many members as h/she feels necessary to sit in on this committee.

The Ways and Means Committee shall explore and bring about ways and means of attaining stated objectives of the organization; to assist other existing committees in whatever manner may be deemed necessary to bring about accomplishment of their specific objectives; to act in an advisory capacity to the Board of Trustees and Management Board on matters relating to organization, education, finance, government, and general welfare which may be brought before the Association at meetings of either the Board of Trustees or Management Board, or at conventions and mini-conferences assembled.

SECTION 7 - FUNDRAISING COMMITTEE

It shall be the duty of the Fundraising Committee to explore and utilize ways to garner additional provisions and income to support all programs of this organization, and shall report such income to the Treasurer.

SECTION 8 - ADDITIONAL DUTIES

All committees shall perform such additional duties as are assigned to them by the Board of Trustees and Management Board, and that relate to their particular responsibilities.

ARTICLE XIX - DUTIES OF CONVENTION AND MINI-CONFERENCE COMMITTEES

SECTION 1 - RESOLUTIONS COMMITTEE

The Resolutions Committee shall keep in touch with affairs pertaining to the deaf and make such recommendations to the Association as it deems proper in the form of resolutions at the convention and mini-conference following their appointment.

SECTION 2 - NECROLOGY COMMITTEE

The Necrology Committee shall keep a list of deaths among the members and report at the convention and mini-conference following their appointment.

SECTION 3 - ADDITIONAL DUTIES

All committees shall perform such additional duties as are assigned to them by the Board of Trustees and Management Board, and that relate to their particular responsibilities.

ARTICLE XX - DISSOLUTION

SECTION 1 - REQUIREMENTS AND PROCESS OF DISSOLUTION

The Board of Trustees shall, if it deems necessary, call for a meeting for the purpose of dissolution of this organization.  A resolution of dissolution shall be drafted up, agreed upon by a simple majority vote of 51% of the Board of Trustees, and filed with the Secretary of State at which time a certificate of dissolution shall be issued by the Secretary of State.  This certificate shall be completed and filed with the same, with the date upon such certificate to be 90 days after filing.  

The Board of Trustees shall, then, appoint one individual to act as receiver for the organization to execute the will of the Board of Trustees in regards to the organization’s monies, bills, debts, liquidation, properties and documents.  During this period, the Board of Trustees shall publish once a week for two weeks, on the same day of each week in a newspaper and general circulation of the county in which the organization resides an announcement of the dissolution of this organization.  

With the exception of the action of publishing the dissolution, no Trustee or officer shall exercise his/her expired powers, under penalty according to the State of Ohio Revised Code.  

This receiver shall have 90 days in which to complete his/her duties, and at the conclusion of the 90 day period, all authorities of the receiver, Trustees and officers shall immediately cease.

If, for any reason, a Board of Trustees officer entrusted with the responsibility of filing the certificate of dissolution, fails to file within 30 days after the adoption of the resolution of dissolution, three members of the Board of Trustees shall sign and file such document and include with it a statement showing they are authorized to do so.

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Accepted as Read:  Saturday, September 12, 2020

Adopted: Friday, September 25, 2020