Ohio Prospect Research Network
Article I – Name of Organization
The name of the organization is the Ohio Prospect Research Network (OPRN) which will operate as a local chapter of a private non-profit association, the Association of Professional Researchers for Advancement (APRA).
Article II – Purpose and Method
The Ohio Prospect Research Network is a local chapter of APRA, a national non-profit organization for people interested in the field of prospect research. OPRN will facilitate education about prospect research, act as a central source of information about prospect research, and encourage professional development among its members and advance cooperative relationships.
Article III – Membership
Section A. Eligibility for MembershipThe Ohio Prospect Research Network (OPRN) will be open to individuals who seek to foster a positive association with the community, whose terms of affiliation will not be contrary to the goals of the APRA, and who shall uphold the responsibilities and integrity of the APRA without conflict of interest.
Section B. Determination of Membership Dues and Obligation to PayMembership in OPRN carries a definite obligation to pay any membership dues and assessments established by the Board. The Board of Trustees shall determine the procedures for application and admission to membership, may establish various categories of membership and, in determining the dues payable in respect of each category of membership, may distinguish among said categories.
Section C. Suspension or Termination of MembershipA member who does not pay the required membership dues, violates a standard of conduct applicable to all members, or ceases, in the judgment of the Board of Trustees, to meet the requirements of eligibility set forth in Section A, shall be subject to suspension or termination from membership. The Board of Trustees shall determine procedures for suspension or termination of membership.
Section D. RightsEach member of OPRN shall have the right to vote on any matter before the members unless such member is under suspension from membership or proceedings to terminate or suspend him/her from membership are pending before the Board of Trustees.
Section E. Powers of MembersThe following powers are reserved exclusively to the members:
(1) To elect and remove Trustees, in accordance with the provisions of these Bylaws;
Section F. Quorum and VotingA quorum is defined as half plus one. Except as otherwise specifically provided in these Bylaws or the Articles as to certain actions, the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the members.
Article IV – Board of Trustees
Section A. Board MembershipThe original authorized number of Trustees shall be fifteen (15). Thereafter, the Board of Trustees shall be of such number, not less than nine (9) and not more than fifteen (15).
Section B. Meetings of the Board of Trustees(1) The Board shall meet at least twice during the fiscal year and at other such times as may be deemed appropriate by a quorum of the sitting Board. Trustees will be given appropriate notice of meetings. Any trustee that is absent, without cause, from two (2) consecutive meetings may, upon consideration of the sitting Trustees, be recommended for removal from the Board.
(2) OPRN recognizes conference calls, and email discussions as legal meetings provided a record is kept, or receipts maintained of all attending. The Board of Trustees retains the right to redefine this definition, as it deems necessary, in light of ever advancing technology.
(3) The rules contained in the most recent edition of Robert’s Rules of Order shall govern OPRN in all cases to which they are applicable and in which they are not inconsistent with these Bylaws an any special rules of order which the Association may adopt.
Section C. Voting RightsAll of the Trustees shall have voting rights; provided, however, that any Trustee who is then under suspension from membership or against whom proceedings to terminate or suspend him/her from membership are pending before the Board of trustees shall not be entitled to vote on any matter before the Board of Trustees.
Section D. Election of Trustees(1) Terms of Office
Each Trustee shall be elected through a process of nomination to serve one (1) but not more than three (3) consecutive terms, a term being three (3) years.
A trustee may be re-elected so long as she/he is duly nominated by and elected according to the provisions of the Bylaws. The terms of office shall conform to the fiscal year ending December 31.
Elected Trustees will serve one term of three years and may be reelected by vote of the membership to an additional two consecutive terms.
After serving three consecutive terms, a Trustee must take one (1) year off before they may be nominated again to the Board.
If, at the end of a term as President, a trustee has exhausted their term, as set forth above, they may be appointed by the sitting Trustees to one (1) additional year without election, so that they can fulfill the duties of the office of Past President.
Section E. Officers(1) Election of Officers shall be determined by a majority vote of the sitting Board.
(2) The Executive Committee shall consist of President, Vice President, Treasurer, Secretary and Past President. All members of the Executive Committee must be members of APRA.
(3) The length of term for positions within the Board shall be one (1) year. A Board member may hold a position for more than one year if duly elected by the Board.
(4) Officers must fulfill their duties provided by these Bylaws, Policies & Procedures and Job Descriptions documents.
(5) A Trustee having a conflict of interest involving OPRN shall refrain from voting on such matter. No Trustee shall use his/her position as a Trustee for his/her own direct or indirect financial gain.
(6) The position of Vice President is considered to be the President-Elect and will move into the President’s position at the end of the fiscal year, December 31.
Section F. Committees(1) In addition to the Executive Committee, the Board may appoint Standing Committees and Chairpersons of such committees. The powers and duties of each Standing Committee shall be those assigned by the Board from time to time.
(2) In addition to the Executive Committee and the Standing Committees, the Board may appoint other committees and Chairpersons of such committees and assign to them such duties and powers as to carry out the work of OPRN.
(3) The President reserves the right to appoint Ad Hoc Committees from time to time without a vote of the entire Board and assign to them such duties and powers as the President may deem desirable in the interest of furthering the purposes or facilitating the administration of OPRN. The President must announce the names of Ad Hoc Committee members and the committee’s purpose to the Board.
Section G. Powers and AuthorityThe Board of Trustees shall have the ultimate authority to make and execute all rules, policies, and/or decisions necessary in order to conduct the affairs of the OPRN in an efficient manner.
Article V – Amendments to the Bylaws
The Board or a bylaws committee may propose amendments. Proposals shall be submitted to a bylaws committee and reviewed by the Board. Proposals submitted shall be presented to the membership, and may contain Board and bylaws committee recommendations.
The Bylaws may be amended by the majority vote of OPRN members, provided that notice containing the text of any proposed amendment shall be sent to each voting member.
Article VI – Dissolution of Organization
Should the OPRN be dissolved the Board will determine the distribution of the assets of the organization.