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Article I: Name and Location
Article
II: Objectives
Article III: Membership
Article
IV: Dues
Article
V: Meetings of Members
and Voting
Article VI: Officers
Article VII: Duties of Officers
Article
VIII: Board of Directors
Article
IX: Executive Committee
Article X: Special and Standing Committees
Article XI: Finance
Article XII: Indemnification
Article XIII: Dissolution
Article XIV: Amendments
Section
1: The name of this organization shall be the Cincinnati
Society of Association Executives, Inc., a nonprofit corporation
incorporated under the laws of the State of Ohio.
Section 2: Office of the Association shall be located in the
city of Cincinnati and/or in such other localities as may be determined by
the Board of Directors.
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Section
1: The objectives of this Association shall be:
1. To
provide opportunity for the exchange of experiences and opinions through
discussion, study and publications.
2. To
promote the arts and sciences of association management and educate members
and the public in the advancement, improvement and uses of associations.
3. To
conduct competitions and make awards for outstanding management ability and
for association services to business, government and the public.
4. To develop and encourage the practice of high standards of personal and
professional conduct among executives serving trade, technical, educational,
philanthropic, business and professional associations and organizations.
5. To
conduct and cooperate in courses of study for the benefit of persons
desiring to fit themselves for executive and administrative function in the
association management field: to hold meetings and educational events for
the mutual improvement and education of members.
6. To
acquire, preserve and disseminate data and valuable information relative to
the functions and accomplishments of associations.
7. To
cooperate with local or regional groups of association executives in the
common endeavor to advance organization management as a profession.
8. To
promote the purpose and effectiveness of trade, technical, educational,
philanthropic, business and professional associations and organizations by
any and all means consistent with the public interest.
Section
1: Qualification: Membership in this Association shall be on
an individual basis and not per association, organization or firm. It shall
be composed primarily of staff personnel engaged in the management of trade,
professional, technical, educational, philanthropic or business associations
and organizations that agree to support the objectives of the Association.
All qualified members have voting rights.
Section 2: Regular Membership: Regular membership in this
Association shall be limited to staff engaged in the management of trade,
professional, educational, philanthropic, technical or business associations
and organizations. An unemployed Regular Member who intends to return to a
position that qualifies for Regular Membership may continue to hold Regular
Membership for any year in which dues payment has been made.
Section 3: Associate Membership: Associate Membership shall be
available to any person representing a firm or corporation engaged in
selling products or services to members of the Cincinnati Society of
Association Executives, Inc.
Section 4: Retired Membership: Retired membership in this
Association shall be limited to retired members who had maintained Regular
or Associate Membership. Retired members retain the rights and privileges
of their membership category at the time of their retirement from active
employment.
Section 5: Life Honorary Membership: Life Honorary Membership
may be conferred upon any member of the Association at such time and under
such terms as the Board of Directors shall determine. Life honorary members
retain the rights and privileges of their membership category at the time
their life honorary membership is conferred.
Section 6: Application for Membership: All applicants for
membership shall complete and sign the form of application provided by the
Association and submit the application to the designee of the Association.
Such application shall include an agreement by the applicant to support the
objectives of the Association. Any question concerning membership
categories or criteria will be resolved by the Board of Directors, which has
final authority in this regard.
Section 7: Membership Renewal and Transfers: Memberships shall
be renewed automatically each year if the member is in good standing with
dues paid in full. Membership is not transferable from one individual to
another. It is the responsibility of each member to request membership in
the appropriate category or transfer of membership to the appropriate
category based on eligibility and the requirements for each category.
Section 8: Removal: Members of any classification may be
removed for cause from membership by a two-thirds affirmative vote of the
Board of Directors present at any meeting. For any cause other than
nonpayment of dues, removal shall occur only after the member complained
against has been advised of the complaint lodged against him or her and has
been given reasonable opportunity for defense. Such member, if removed, may
appeal the decision of the Board to the Annual Meeting of the Association,
providing that notice of intent to appeal is provided to the Secretary at
least thirty 30 days in advance of the meeting. Only those charges brought
by a member’s employing association or by a voting member will be
considered.
Section 9: Reinstatement: A former member may be reinstated on
showing proof of qualification, paying any prior indebtedness due to the
Association, and by paying the current year’s dues.
Section 10: Suspension and Expulsion: A member whose dues shall
remain unpaid for two months may be suspended or expelled by the Board of
Directors. The Board of Directors reserves the right to consider
extenuating circumstances. A suspended member may be reinstated to
membership upon payment of all past dues and current dues or upon such other
terms as may be prescribed by the Board of Directors.
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ARTICLE
IV: Dues
Section
1: Establishment of Dues: Dues and admission fees for all
classes of membership shall be established by the Board of Directors.
Section 2. Refunds:
No dues shall be refunded to any member whose membership terminates for any
reason.
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ARTICLE V: Meetings of
Members and Voting
Section 1: Annual Meeting: The Annual Meeting of the
Association shall be held in October, November or December of each year at a
time and place to be determined by the Board of Directors.
Section 2: Special Meetings: Special meetings of the
Association may be called by the Board of Directors at any time; or shall be
called by the President upon receipt of a written request of twenty percent
(20%) of the qualified voting members, within thirty (30) days after the
filing of such request with the Secretary. The business to be transacted at
any special meeting shall be stated in the notice thereof, and no other
business may be considered at that time.
Section 3: Notice of Meetings: Written notice of any business
meeting of the Association shall be mailed or e-mailed to each member not
less than ten (10) nor more than forty (40) days before the date of the
meeting.
Section 4: Voting: At all business meetings of the Association
each qualified voting member shall have one (1) vote, and may take part and
vote in person only. Unless otherwise specifically provided by the Bylaws, a
majority vote of those qualified voting members present and voting shall
govern.
Section 5: Voting by Mail: Proposals to be offered to the
members for a mail vote, excepting election ballots, shall first be approved
by the Board of Directors unless the proposal is endorsed by fifty percent
(50%) of the qualified voting members in which case Board approval shall not
be necessary. On any mail vote, no less than twenty percent (20%) of all
qualified voting members shall cast a ballot to constitute a valid action
and a majority of those voting shall determine the action.
Section 6: Quorum of Members: At an Annual or Special Meeting
of members, a quorum shall consist of twenty percent (20%) of the qualified
voting members.
Section 7: Cancellation of Meetings: The Board of Directors
may postpone any Annual or Special Meeting for cause.
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ARTICLE VI: Officers
Section
1: Elected Officers: The elected officers of this Association
shall be a President, Vice President, Secretary and Treasurer, who shall be
elected by the qualified voting members at the Annual Meeting of the
Association, and shall serve until their successors have been duly elected,
installed and assume office.
Section 2: Qualifications for Office: Any regular member in
good standing shall be eligible for nomination and election to any elective
office of this Association. Any associate member in good standing shall be
eligible for nomination and election to the offices of Secretary or
Treasurer. Only one associate member may serve as an officer at any time.
Section 3: Nomination and Election of Officers: In accordance
with the procedure specified in Article X, Section 1, the Nominating
Committee shall prepare and submit to the members at the Annual Meeting a
nomination for each of the four (4) elective offices of the Association.
Section 4: Term of Office: Each elected officer shall take
office immediately upon installation and shall serve for a term of one (1)
year or until his/her successor is duly elected and qualified. Each elected
office shall serve concurrently as a member of the Board of Directors and as
a member of the Executive Committee.
Section 5: Re‑election: No elected officers having served two
(2) full terms shall be eligible for re‑election to the same office, until
at least one (1) year shall have elapsed.
Section 6: Vacancies‑Removal: Vacancies in any elective office
shall be filled for the balance of the term thereof by the Board of
Directors at any regular or special meeting. The qualified voting members by
a majority vote may remove any officer from office for cause at a special
meeting duly called for the purpose pursuant to Article VI Section 2
thereof.
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ARTICLE VII: Duties of Officers
Section
1: President: The President shall serve as Chair of both the
Board of Directors and Executive Committee, as an ex‑officio member, with
right to vote, on all committees except the Nominating Committee; shall make
all required appointments of standing and special committees with the
approval of the Board of Directors. At the Annual Meeting of the Association
and at other times as the President shall deem proper, shall communicate to
the members such matters and make such suggestions as may tend to promote
the welfare and increase the usefulness of the Association. The President
shall perform such other duties as are necessarily incident to the office of
President or as may be prescribed by the Board of Directors.
Section 2: Vice President: The Vice President shall perform
duties delegated by the President and/or the Board of Directors and shall
perform the duties of the President in the event that the President is
unable to serve.
Section 3: Secretary: The Secretary shall be responsible for
the Association’s records; the membership roster and the proper legal
mailing of notice to members; shall see to the proper recording of
proceedings of meetings of the Association, Board of Directors and all
committees; shall carry into execution all orders, votes and resolutions not
otherwise committed; shall see that accurate records are kept of all members
and shall keep the seal of the Association. At the expiration of his/her
term of office, the Secretary shall deliver over to his/her successor all
books, records, and other property in his/her charge, or, in the absence of
a successor, shall deliver such properties to the President. Such duties of
the Secretary as may be specified by the Board of Directors may be delegated
to the Vice President, Treasurer, or a designated member of the Board of
Directors.
Section 4: The Treasurer shall be responsible for the
Association’s funds; shall collect all member dues and/or assessments; shall
have established proper accounting procedures for the handling of the
Association’s funds; shall be responsible for the keeping of the funds in
such banks, trust companies and/or investments as approved by the Executive
Committee. The Treasurer shall report on the financial condition of the
Association at all meetings of the Board of Directors and at other times
when called upon by the President. At the end of each fiscal year, the
Treasurer shall prepare an annual report, which shall be approved by the
Board of Directors. At the expiration of his/her term of office, the
Treasurer shall deliver over to his/her successor all books, money, and
other property in his/her charge, or, in the absence of a successor, shall
deliver such properties to the President. Such duties of the Treasurer as
may be specified by the Board of Directors may be delegated to the Vice
President, Secretary or a designated member of the Board of Directors.
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ARTICLE VIII: Board of
Directors
Section
1: Authority and Responsibility: The governing body of this
Association shall be the Board of Directors. The Board of Directors shall
have supervision, control and direction of the affairs of the Association,
its committees and publications; shall determine its policies or changes
therein; shall actively prosecute its objectives and supervise the
disbursement of its funds. The Board may adopt such rules and regulations
for the conduct of its business as shall be deemed advisable, and may, in
the execution of the powers granted delegate certain of its authority and
responsibility to the Executive Committee.
Section 2: Composition: The Board of Directors shall consist
of the President, Vice President, Secretary, Treasurer, Immediate Past
President, and four Directors, no more than two of whom may be Associate
Members. The (4) Directors shall be elected as herein provided.
Section 3: Manner of Election and Term: Directors shall be
elected at the Annual Meeting of the Association by a vote of the qualified
members. Two Directors shall be elected each year and serve until their
successors have been elected, installed and assume office.
Section 4: Re‑election: No elected Director who has served two
full two (2) year terms shall be eligible for re‑election as a Director
until at least one (1) year shall have elapsed. Partial terms created by
vacancies shall not count toward the limit of two full two (2) year terms.
Section 5: Nominations: The Nominating Committee, acting in
accordance with Article X, Section 1, of these Bylaws, shall mail or e-mail
to the membership at least ten (10) days before the Annual Meeting, one (1)
nomination for each seat on the Board which is vacant or is about to expire.
Additional nominations may be made from any voting member at the Annual
Meeting, if they obtain the signatures of five other voting members and
submit them to the Nominating Committee Chair at least five days before the
Annual Meeting.
Section 6: Quorum of the Board: At any meeting of the Board of
Directors a majority of the Board shall constitute a quorum for the
transaction of the business of the Association and any such business thus
transacted shall be valid providing it is affirmatively passed upon by a
majority of those present. Anyone abstaining from a vote shall be counted,
as if present and voting, for all quorum and majority purposes.
Section 7: Meetings of the Board: A regular meeting of the
Board of Directors shall be held no less than four (4) times during each
calendar year at such time and at such place as the Board may prescribe. The
President shall call such meetings of the Board of the Directors as the
business of the Association may require, or a meeting shall be called by the
President on request of five (5) members of the Board of Directors. Notice
of all such meetings shall be given to the members of the Board of Directors
not less than seventy‑two (72) hours before the meeting is held.
Section 8: Voting: Voting rights of a member of the Board of
Directors shall not be delegated to another nor exercised by proxy.
Section 9: Voting by Mail: Action taken by mail ballot of the
members of the Board of Directors, in which all Directors, in writing,
indicate themselves in agreement, shall constitute a valid action of the
Board if reported at the next regular meeting of such Board.
Section 10: Absence: Any elected officer or director who shall
have been absent from two (2) consecutive regular meetings of the Board of
Directors during a single administrative year shall automatically vacate the
seat on the Board of Directors and the vacancy shall be filled as provided
by these Bylaws. However, the Board of Directors shall consider each absence
of an elected officer or director as a separate circumstance and may
expressly waive such absence by affirmative vote of a majority of its
members.
Section 11: Vacancies and Removal: Any vacancy occurring on the
Board of Directors between annual meetings shall be filled by the Board of
Directors. The appointee shall complete the unexpired term of his/her
predecessor. The Board of Directors may in its discretion, by affirmative
vote of two-thirds (2/3) of its members, remove any Director for cause.
Section 12: Compensation: Directors and elected officers shall
not receive any compensation for their services.
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ARTICLE IX: Executive
Committee
Section
1: Authority and Responsibility: The Executive Committee may
act in place and stead of the Board of Directors between Board meetings on
all matters, except those specifically reserved to the Board by these Bylaws
pursuant to delegation of authority to such Committee by the Board of
Directors. Actions of the Executive Committee shall be reported to the Board
for ratification at the next Board meeting.
Section 2: Composition: The Executive Committee shall consist
of the officers of the Association and the Immediate Past President.
Section 3: Quorum‑Call of Meetings: A majority of the
Executive Committee shall constitute a quorum at any duly called meeting of
the Executive Committee. The President shall call such meetings of the
Executive Committee as the business of the Association may require, or a
meeting shall be called by the President on request of three (3) members of
the Executive Committee.
Section 4: Vacancies: Any vacancy occurring on the Executive
Committee shall be filled in the manner as provided in Article VI, Section
6. Any Committee member so elected to fill a vacancy shall serve the
unexpired term of his or her predecessor.
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ARTICLE X: Special and Standing Committees
Section
1: Nominating Committee: The President shall appoint a
Nominating Committee which shall consist of three (3) qualified members who
are not officers, a minimum of two (2) of whom shall be regular members.
With the approval of the Board of Directors, the list of appointed committee
members shall be mailed or e-mailed to the membership at least one (1) month
prior to the Annual Meeting.
Section 2: Finance Committee: The Finance Committee shall
consist of the President, Vice President, Secretary, Treasurer and the
Immediate Past‑President. The Treasurer shall serve as Chair. The committee
shall counsel with the Vice President on the annual budget of the
Association and prepare recommendations for the Board of Directors. The
committee may perform such other duties in connection with the finances of
the Association as the Board may determine from time‑to‑time.
Section 3: Special Committees: The President, with the
approval of the Board of Directors, shall appoint such other committees,
sub‑committees or task forces as are necessary and which are not in conflict
with other provisions of these Bylaws, and the duties of any such committee
shall be prescribed by the Board of Directors upon their appointment.
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ARTICLE XI: Finance
Section
1: Fiscal Period: The fiscal period of the Association shall
be prescribed by the Finance Committee with the approval of the Board of
Directors.
Section 2: The Treasurer shall furnish the membership a
financial report for the year just completed within ninety (90) days
following the end of each annual fiscal period.
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ARTICLE XII:
Indemnification
Section
1: The Association shall, to the full extent permitted under
the Ohio Nonprofit Corporation Law, indemnify all persons whom it may
indemnify pursuant thereto.
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ARTICLE XIII:
Dissolution
Section 1: The Association shall use its funds only to
accomplish the objectives and purposes specified in these Bylaws and no part
of said funds shall inure, or be distributed to the members of the
Association. On dissolution of the Association any funds remaining shall be
distributed to one or more regularly organized and qualified charitable,
educational, scientific, or philanthropic organizations as defined by the
Internal Revenue Service and to be selected by the Board of Directors.
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ARTICLE XIV: Amendments
Section
1: These Bylaws may be amended or repealed by a two‑thirds
vote of the qualified voting members present at any Annual Meeting or
special meeting of the Association duly called and regularly held notice of
such proposed changes having been sent in writing to the members thirty (30)
days before such meeting or by a two‑thirds vote of the qualified voting
members voting by a thirty (30) day mail ballot. Amendments may be proposed
by the Board of Directors on its own initiative, or upon petition of more
that fifty (50) percent of the qualified voting members addressed to the
Board. All such proposed amendments shall be presented by the Board to the
membership with or without recommendation.
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