Ohio Prospect Research Network
Established 1987 - Apra Ohio Chapter

Ohio Prospect Research Network

By-Laws

Ohio Prospect Research Network

Bylaws

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.

(III) Vacancies

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.

President

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.

Past President

Basic Function and Responsibilities: To serve as a resource to the Board and to OPRN in matters

relating to the organization.

Secretary

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.


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