Ohio Prospect Research Network
Adopted April 2022
These Amended and Restated Bylaws (the “Bylaws”) amend and restate those certain Bylaws previously adopted by OPRN (as defined below) in April 2006.
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 APRA.
Article II – Purpose and Method
OPRN is a local chapter of APRA, an international 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, encourage professional development among its members, and advance cooperative relationships.
Article III – Membership
Section A. Eligibility for Membership
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 APRA, and who shall uphold the responsibilities and integrity of APRA without conflict of interest.
OPRN welcomes members at any point in their career, from any context, and who represent a range of backgrounds, thoughts, approaches, and experiences. We recognize that the responsibility for excellence, diversity, and inclusion lies with everyone. OPRN supports the collective empowerment of people of all races, ethnicities, religions, genders, sexual orientations, gender identifications, abilities, sizes, incomes, marital statuses, ages, geographic locations, philosophies, and veteran statuses, and recognizes that all members are equal.
Section B. Determination of Membership Dues and Obligation to Pay
Membership in OPRN carries a definite obligation to pay any membership dues and assessments established by the Board of Directors (the “Board”). The Board 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 Membership
A member who does not pay the required membership dues, violates a standard of conduct applicable to all members, or ceases, in the judgment of a majority of the Board, to meet the requirements of eligibility set forth in Section A, shall be subject to suspension or termination from membership. The Board shall determine procedures for suspension or termination of membership.
Section D. Quorum and Voting
Each 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 the individual’s membership are pending before the Board.
A majority of members must be present for a quorum to be met. A majority vote of the members at any meeting at which a quorum is met shall be the act of the members.
Section E. Meetings of the Members
The members shall have an annual meeting to elect directors and transact other business. The date, time, and place of such meeting shall be determined by the members.
Any gathering, including OPRN conferences and virtual meetings, at which a quorum is met may qualify as a member meeting provided that all members receive notice at least 10 days prior describing the time, place, and proposed actions along with pertinent information, and eligible voting means for any vote that is to occur.
Additionally, a membership meeting may be conducted remotely and asynchronously through electronic communications, such as emails, provided all members receive the same required notice for a gathering and receive at least 10 days from the issuance of the notice to cast their votes. For an asynchronous meeting to achieve a quorum, a majority of members must respond to the issued notice, such as by casting a vote.
Article IV – Board of Directors
Section A. Board Membership
The original authorized number of directors shall be fifteen (15). Thereafter, the Board shall be of such number, not less than nine (9) and not more than fifteen (15).
Section B. Meetings of the Board of Directors
(1) The Board shall meet at least twice during the fiscal year and at other such times as may be deemed appropriate by a majority of the sitting Board. Directors will be given appropriate notice of meetings. Any director that is absent without cause from three (3) consecutive
meetings may, upon consideration of the sitting directors, be removed from the Board. A director may also be removed for other cause by a majority vote by the Board. The Board must determine, in their judgment, whether the best interest of OPRN would be served by such removal.
(2) OPRN recognizes conference calls, and email discussions may qualify as mandated meetings provided a record is kept, or receipts maintained of all attending. The Board retains the right to expand 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 may govern OPRN in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order which OPRN may adopt.
Section C. Quorum and Voting
A majority of directors must be present for a quorum to be met. All current directors not facing suspension or termination shall have one (1) vote on any matter before the Board, provided no vote shall occur unless a quorum is met.
Section D. Election of Directors
(I) Terms of Office
Each director 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 director may be re-elected to an additional two consecutive terms so long as she/he is duly nominated by and elected according to the provisions of these Bylaws. The terms of office shall conform to the fiscal year ending December 31.
After serving three consecutive terms, a director 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 director has served three consecutive terms, they may be appointed by the sitting directors to one (1) additional year without election, so that they can fulfill the duties of the office of Past President.
(II) Elections and Nominations
Directors shall be elected from a slate of nominations by a vote of the membership. Candidates with the most votes will be elected to the Board. The nomination slate shall be created by the Past President or Board designee from among the membership and shall consist of members of the organization who have expressed a willingness to serve, and who have met the eligibility criteria set forth by the directors. Election of officers will be determined by a majority vote of the newly constituted Board.
If a director voluntarily resigns or is removed by a majority vote of the Board a vacancy shall occur. Leave of absence shall not be granted to any director. When a vacancy occurs on the Board prior to elections, the Board may nominate and confirm a new director to complete the unexpired term.
Section E. Officers
(1) Election of officers shall be determined by a majority vote of the sitting Board. (2) The officers shall form the Executive Committee and shall consist of President, Vice President of Board Development, Treasurer, Secretary, and Past President. All members of the Executive Committee must be members of APRA.
(3) The term length of officers shall be one (1) year. An officer may hold a position for additional terms if duly elected by the Board.
(4) Officer duties are generally as provided below in these Bylaws and as further supplemented by the Board Roles document.
(5) A director having a conflict of interest involving OPRN shall refrain from voting on such matter. No director shall use his/her position as a director for his/her own direct or indirect financial gain.
(6) The position of Vice President of Board Development is the President-Elect and will move into the President’s position at the end of the fiscal year, December 31.
Basic Function and Responsibilities: To provide leadership for the organization to achieve its purpose and method as stated in these Bylaws.
Vice President of Board Development (President-Elect)
Basic Function and Responsibilities: To assist the President in all duties when needed, to replace the President if the President is unable to fulfill his/her duties or vacates office before the end of his/her term in office, to assist with planning of board retreats as needed, and to orient new directors to the Board.
Basic Function and Responsibilities: To serve as a resource to the Board and to OPRN in matters relating to the organization.
Basic Function and Responsibilities: To maintain written records of events of importance to the organization and to communicate that information to constituencies needing that information, for the purpose of promoting the goals of OPRN.
Treasurer (Includes Scholarships and Awards)
Basic Function and Responsibilities: To handle the financial accounts for OPRN, to maintain written records, to provide reports of financial activity, and to increase awareness of OPRN through conference scholarships and the OPRN Distinguished Service Award.
Section F. Committees
The President or the Board shall be responsible for establishing committees to assist with the operations of OPRN. The exact number, purpose, and composition of the committees shall be determined by approval of the Board.
Section G. Powers and Authority
The Board shall have the ultimate authority to make and execute all rules, policies, and/or decisions necessary in order to conduct the affairs of OPRN in an efficient manner.
Article V – Amendments to the Bylaws
Any member of OPRN may propose amendments to these Bylaws. Proposals shall be submitted to the Board for review. At the Board’s discretion, proposals submitted shall be presented to the membership, and may contain recommendations from the Board or a Committee established for that purpose.
These Bylaws may be amended by a majority vote of the Board and ratified by a majority of votes cast by 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 OPRN be dissolved the Board will determine the distribution of the assets of the organization in compliance with these Bylaws and OPRN’s Articles of Incorporation.