THE OHIO GUARDIANSHIP ASSOCIATION
PURPOSE AND POWERS
The purposes for which the Association is organized are exclusively for charitable, religious, educational, and /or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or the corresponding provision of any future United States Internal Revenue Law.)
A. To provide for the exchange of ideas, education, and communication between groups and individuals interested in providing or furthering adult guardianship services or alternative protective services to those in need of such services in Ohio.
B. To promote a positive image of guardianship as a profession, and to encourage the development of the highest standards for guardians and guardianship providers.
C. To advocate for appropriate services for persons with developmental disabilities or mental illness, persons who are elderly and have age related disabilities, and others who may be at risk and require adult guardianship services.
D. To promote public policies and encourage the promulgation of legislation and administrative rules that advance the highest standards of guardianship, advocacy services for persons with disabilities, and research for guardianship and related services.
E. To provide training and support to guardians, including but not limited to training programs that are approved by the National Guardianship Association.
F. To support public and private guardianship programs that are compatible with the ideals of the Association, promote family participation in adult guardianship and adult guardianship programs, and to provide assistance to the court systems responsible for the administration of guardianship in Ohio.
G. To enter into affiliations with other associations, including the National Guardianship Association, for the purpose of better achieving mutually agreed upon goals and purposes.
The Association may do any and all lawful acts, and may engage in any and all lawful activities which may be appropriate, necessary or desirable for the accomplishment of the aforesaid purposes. The Association may not engage, other than as an insubstantial part of its activities, in activities which in themselves are not in furtherance of the charitable purposes of this Association.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3).
The Association shall always have a registered office in Ohio, and a registered agent whose office is the same as the registered office. The registered agent and the registered office of the Association may from time to time be changed by the Board of Directors. The Association may have other offices within Ohio as the Board of Directors determines.
A. The Association shall consist of a Board of Directors and Members.
B. The Board of Directors shall consist of those members as hereinafter defined in Article V, entitled “Board of Directors”.
C. The Members shall consist of those members as hereinafter defined in Article IV, entitled “Members and Meetings”.
MEMBERS AND MEETINGS
SECTION 1. MEMBERS
For purposes of these By-Laws, the terms “member” and “members” shall be synonymous. All individuals and organizations sympathetic to the purposes of the Association shall be eligible for membership in the Association without regard to race, age, religion, national origin, sex, sexual orientation or handicap.
There shall be three types of Voting Members:
- Professional Members are guardians to unrelated individuals.
- Non-professional Members are guardians to related individuals (i.e. family members).
- Administrative Members are individuals who are administrators of or are employed by a guardianship program operating in Ohio.
There shall be two types of Non-voting Members:
- Affiliate Members may be any individual or organization that has an interest in and supports the purpose(s) of the organization, but whose employment or other interest could present a conflict with the purpose(s) of OGA. This includes, but is not limited to, individuals or organizations that are employees, owners, or board members of hospitals or nursing homes, extended care facilities, or others as determined by the General Membership of OGA after a review of the membership application.
- Individual Members may be other individuals, not affiliated with a guardianship program, who choose to support, through their membership and expertise, the purpose(s) of OGA.
SECTION 2. DUES
A. All Members shall be required to pay annual dues, which shall be established by resolution of the Board of Directors.
B. Membership Dues will be due on a calendar year basis and shall be paid by the 31at day of January of each year. During the first year of converting over to this schedule, the dues paid in 2009 shall only be for the balance of that calendar year with the next dues for 2010 to be paid by the 31st of January 2010. New memberships paid in the last four months of the calendar year will be deemed payment for the following calendar year.
SECTION 3. VOTING AND ELECTIONS
- Each Voting Member shall be entitled to one (1) vote on any and all matters submitted to the Members at a regular or special meeting of the general membership.
- Directors shall be elected in accordance with the policies established herein.
- Any Voting Member of the Association may nominate an individual who is a voting member in good standing as a Director.
SECTION 4. MEETINGS OF MEMBERS
- The annual meeting of the general Membership shall be held in 4th quarter of the year, or as otherwise determined by the Board of Directors, for the purpose of electing the Board of Directors and for the transaction of such other business as may come before the meeting. The Secretary of the Association shall notify each Member of the time and place of all meetings not less than fourteen (14) days or more than forty-five (45) days prior to the meeting.
- Special meetings of the general Membership may be called by the President of the Board, by a majority of the Board of Directors or by twenty percent (20%) of the voting membership. The Secretary of the Association shall notify each Member of the time and place of all special meetings specifying the agenda and other matters to be discussed at the special meeting to each Member in good standing not less than twenty-one (21) days prior to the special meeting.
- The Vice-President, in the President’s absence, shall preside at annual and special meetings of the Members and the Secretary of the Board shall serve as Secretary of the Association.
- Twenty percent (20%) of the total number of Voting Members shall constitute a quorum for the transaction of business. In the event that a quorum is not present at any meeting, a majority of those present may adjourn the meeting at any time without further notice.
- All notice requirements provided for in these by-laws may be complied with by mail, telephone, e-mail or any other generally acceptable form of electronic communication.
SECTION 5. REMOVAL OF MEMBERS
A. Any Membership in the Association may be cancelled for non-payment of dues after notices of cancellation have been sent to said member in accordance with the policy adopted by the Board of Directors.
B. A Member may be removed from Membership if said Member has engaged in conduct which is inconsistent with the professional responsibilities inherent in the provisions of guardianship services in this state and/or which tends to hold the Ohio Guardianship Association up to public ridicule or disrepute, or is prejudicial to the Ohio Guardianship Association.
1. Upon receipt of information or a complaint that a member has engaged in conduct in violation of this section, said complaint or information shall be submitted to the Board of Directors. The Board will meet at the call of the President to determine whether the matter warrants further proceedings. If the complaint concerns the conduct of a member of the Board, said Board member shall be excused from participation in these proceedings.
2. In the event that the Board determines that no further action is warranted the matter will be closed.
3. If a determination is made that there is sufficient information with which to warrant a removal of the Member, a notice will be sent to the Member notifying them of the complaint and of the opportunity to appear before the Board to provide such information as they wish to provide.
4. The Board will determine by majority vote whether or not to remove the Member from the rolls of the Association. The decision of the Board is final and may not be challenged in any other forum within the Association. The Member will be advised in writing of the Board’s decision and the basis therefore.
5. All proceedings undertaken pursuant to these Standards shall be confidential.
6. No refunds of membership dues will be made upon removal of the Member under this section.
BOARD OF DIRECTORS
SECTION 1. MANAGEMENT
- The Board of Directors shall consist of nine (9) members, four (4) of whom shall be the Officers of the Association.
- The business of the Association shall be managed by its Board of Directors.
SECTION 2. QUALIFICATION
All Directors and Officers must be Voting Members of the Association.
SECTION 3. NUMBER AND ELECTION
- The number of Directors shall be nine (9).
- The Directors shall be elected by the Voting Members during the first fourth quarter of the year by mail/email prior to the annual meeting. Each Director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors shall serve a term of three years with said terms beginning on January 1 of the year following their election and ending on December 31 at the end of the three years. A Director may serve no more than two full consecutive three year terms and then must be off of the Board for at least one year before being eligible for election to the Board again. If a Director is appointed to an unexpired term that has at least two years remaining in the term, the unexpired term will be considered the first term of the two term limitation of service as set forth herein. If a Director is appointed to an unexpired term that has less than two years remaining in the term, the completion of said unexpired term shall not count as one of the two consecutive terms that a Director may serve.
- The first election of Directors will include three (3) Directors with three year terms, three (3) Directors with two year terms and three (3) Directors with one year terms. Thereafter the term of office for all Directors shall be three years.
SECTION 4. VACANCIES
Any vacancy occurring in the Board of Directors caused by the death or resignation of any of the Directors and any vacancy occurring by reason of an increase in the number of Directors may be filled by the Board of Directors.
SECTION 5. ATTENDANCE AT MEETINGS
Nonattendance at any two (2) regular meetings of the Board of Directors within a calendar year may be considered by the Board of Directors as a resignation of the Director or Officer.
SECTION 6. POWERS AND DUTIES.
- The Board of Directors shall determine the general policies for the operation and control of the Association and its various activities. It shall acquire funds for the operation, maintenance and repair of all the buildings and other property of the Association. It shall consider and adopt an annual budget and control the revenue and expenditures not covered by the annual budget. It shall report these matters to the Members in an Annual Report.
- The Board of Directors shall have direction of all funds of whatever character held for the benefit of the Association; shall have full and complete power, in the name of the Association, to convey, sell, assign, transfer, lease, mortgage, pledge, exchange, or otherwise dispose of any real or personal property of the Association, and to borrow money for its corporate purposes at such rates of interest as said Board may determine; and shall have the power and right to authorize the Officers of the Association to execute, acknowledge, and deliver conveyances, deeds, leases, notes, trust deeds, mortgages, contracts and other instruments for the purpose of effectuating said purposes, or any of them. No contracts of the Association shall be valid unless authorized or approved by the Board of Directors.
SECTION 7. MEETINGS OF DIRECTORS
- A minimum of four (4) regular Board meetings shall be held each year. The time and place of each regular Board meeting shall be specified at the previous regular Board meeting.
- All Board members shall be notified of special meetings in writing at least one (1) week prior to the date of the Special Board Meeting. The memorandum calling for a special meeting shall state the time, place and specific agenda for that meeting. Email will be considered an appropriate form of notification.
SECTION 8. QUORUM
Fifty-one percent (51%) of the Directors currently in office shall constitute a quorum.
SECTION 9. MANNER OF ACTING
Any action required to be or which may be taken at a meeting of the Board of Directors or at a meeting of a committee may be taken without a meeting if a consent, evidenced by one or more written approvals, setting forth the action so taken, is, in the case of the meeting of the Board of Directors, signed by all of the directors entitled to vote or, in the case of a meeting of a committee, is signed by all committee members entitled to vote. A Director or committee member may deliver his or her signed consent through the use of facsimile machine, provided that the original consent containing such Director’s original signature is delivered to the Secretary to be filed in the corporate records within fifteen (15) days of the date of the consent.
SECTION 10. TELEPHONE CONFERENCE MEETINGS
Directors may participate in and act at any meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting are able to communicate with each other. Participation in such meeting shall constitute attendance and presence in person.
SECTION 11. PAYMENT TO DIRECTORS
Directors shall receive no salary for their services as Directors. Each Director shall be entitled to reimbursement for reasonable expenses incurred in carrying out the responsibilities as a Director.
SECTION 12. CONFLICT OF INTEREST
A conflict of interest may exist where a Director is directly or indirectly a party to a transaction if the other party to the transaction is an entity in which the Director has a material financial interest or of which the Director is a director, officer or general partner.
Where possible conflict of interest relative to any matter presented to the Board of Directors for consideration exists, the Director thereby affected shall ensure that the materials of the transaction are known or disclosed to the Directors who authorize, approve or ratify the transaction. Where the Board finds that a conflict of interest exists the affected Director will not vote on the matter. Participation in discussions on the matter is at the discretion of the Board of Directors.
The presence of a Director who is directly or indirectly a party to a transaction, or a Director who is otherwise not disinterested, shall be counted in determining whether a quorum is present, but shall not be counted when the Board of Directors takes action on the transaction.
SECTION 1. OFFICERS
- The Voting Members of the Board of Directors of the Association shall annually elect the Officers of the Association at their first meeting after the annual meeting of the general Membership held in the 4th quarter of the year. The Officers shall be a President, a Vice-President, a Secretary, and a Treasurer. An Officer shall be a current member of the Board of Directors.
- The Officers shall hold office for no more than four (4) consecutive one year terms, or until their respective successors have been duly elected. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled through action by the Board of Directors for the unexpired portion of the term. An Officer may be removed from that office by a two-thirds (2/3) vote of the Board of Directors in accordance with guidelines approved by the general Membership.
SECTION 2. DUTIES OF OFFICERS
- The President shall preside at the meetings of the Board of Directors and at meetings of the Members, and shall also perform such other duties as the Board of Directors may from time to time assign to her/him. She/he may sign on behalf of the Association all instruments which the Board of Directors has authorized to be executed.
- The Vice-President, in the absence of the President, shall perform the duties of the President and when so acting have all the powers of and be subject to all the restrictions of the President.
- The Secretary shall be responsible for keeping a true and accurate record of all proceedings at meetings of the Board of Directors and Members. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law, and shall be responsible for all of the correspondence of the Association. The Secretary shall act as custodian of the Association Records with the physical location thereof being determined by the Board of Directors.
- The Treasurer shall report on the financial matters and transactions of the Association as recorded in books provided for that purpose and kept for the Association. The Treasurer shall act as custodian of the Corporate financial records. The Treasurer will further be responsible for the filing of the annual Form 990, 990N or other appropriate filing with the Internal Revenue Service as well as the annual notice of the filing of the same with the Ohio Attorney General’s Office under the Ohio Charitable Trust Act. The Treasurer shall require that all monies of the Association be deposited in the name of the Association in such Bank or other depository as shall be selected by the Board of Directors from time to time, and may withdraw funds by check signed by the Treasurer, President, or as fixed by Resolution of the Board of Directors. The Treasurer shall require that the Association’s books of account shall be internally audited annually by at least two members of the Board of Directors or such other audit or format as directed by the Board of Directors. The Treasurer shall act as Chairperson of the Finance Committee.
The Board of Directors shall, at such time as it sees fit, appoint an Executive Director as the Chief Executive Officer of the Association. Said Executive Director shall not be a member of the Board of Directors but shall be expected to attend meetings.
The President, with the approval of the Board of Directors, shall have the power to establish and appoint committees, appoint a chairperson, and define the goals of the committee. Committees shall serve for one year or until the purpose for which they were created has been accomplished. All Voting Members of committees must be Voting Members of OGA in good standing. Others may act as advisory members of committees. The President shall be an ex-officio member of each committee. All committees shall be subject to the control and direction of the Board of Directors, and shall make reports as requested.
The fiscal year of the Association shall begin on the first day of January and shall end on the thirty-first day of December.
These By-Laws may be altered, amended, or repealed at any time by vote of not less than two-thirds (2/3) of the Board of Directors present provided there is a quorum, at any regular or special meeting thereof; provided, however, that no alteration, amendment or repeal of any of these By-Laws shall be valid unless written notice or the subject of the proposed amendment shall be mailed or emailed to each member of the Board not less than fourteen (14) days prior to the date of the meeting. All amendments of the By-Laws of the Association must be ratified by the Members of the Association at the next meeting of the Members.
In the event of the dissolution of this Association, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of this Association, distribute all of the remaining funds and assets of the Association, to an organization or agency serving persons with disabilities which has been granted exemption from the Federal Income Tax under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986.
INDEMNIFICATION OF OFFICERS, DIRECTORS, AGENTS,
VOLUNTEERS AND EMPLOYEES
SECTION 1. GENERAL ACTION
The Association shall indemnify any person who was or is a party, or is threatened to be made a party to or witness in any threatened, pending, or completed civil, criminal, administrative or investigative action, suit or proceeding, of whatever nature other than an action or in the right of this Association, by reason of the fact that she/he is or was a Director, Officer, employee, agent or volunteer of this Association or is or was serving at the request of the Association as a director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit association or association for profit, or a partnership, joint venture, trust, or other enterprise, against expense, include attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding if she/he acted in good faith and in a manner she/he reasonably believed to be in or not opposed to the best interests of this Association, and, with respect to any criminal action or proceeding, if she/he had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner she/he believed to be in or not opposed to the best interests of this Association, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that his/her conduct was unlawful.
SECTION 2. DETERMINATION
Any indemnification shall be made only in the specific case, upon a determination that the indemnification is proper in the circumstances because the person to be indemnified has met the standard of conduct set forth above. Such determination shall be made in any one of the following manners:
1. By majority vote of a quorum of the Board of Directors who were and are not parties to or threatened with the action, or proceeding referred to above.
2. If a majority of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Association or any person to be indemnified within the past five (5) years.
3. By the members.
4. By the court in which the action, suit or proceeding referred to above.
RULES OF ORDER
Robert’s Rules of Order shall be applicable at all times when not in conflict with the By-Laws of the Association.
These By-Laws shall become effective November 17,2003.
Revised and Adopted: November 1, 2004
Revised and Adopted by the Board of Directors on February 28, 2006
Revised and Adopted by the Board of Directors on August 10, 2009 and Ratified by the General Membership on November 9, 2009