BYLAWS OF SOUTHEAST OHIO
TRAINING NETWORK, INC., a non-profit corporation incorporated
under the laws of the State of Ohio.
PREAMBLE
These Bylaws are in accordance
with the "Articles of Incorporation of Southeast Ohio Training
Network, Inc.," hereinafter referred to as "SOTN." The
Articles of Incorporation shall take priority in any conflict
between the Articles of Incorporation and these Bylaws.
ARTICLE I. PURPOSE
The purpose of these Bylaws
is to establish a governing structure for SOTN in accordance with
its Articles of Incorporation.
ARTICLE II. YEAR
The working year of SOTN,
for all purposes, shall be July 1 to June 30.
ARTICLE III. GOVERNING
STRUCTURE
The Officers and Directors
shall direct the operation of SOTN in accordance with the provisions
of these Bylaws.
ARTICLE IV. OFFICERS
and DIRECTORS
Section 1. The Officers
of SOTN shall be the President, Vice-President, Secretary, Treasurer,
Executive Editor, Webmaster/Publicist, no more and no less than three (3)
Directors, and the Immediate Past-President; all of
whom shall be voting
members of the Executive Board. These officers and directors shall
perform the duties prescribed
by these bylaws and by the parliamentary authority adopted by
SOTN.
Section 2. With exception
of the Presidency the Officers of SOTN may be elected in plurality.
All Officers of SOTN shall be voting members of the Executive Board, and if holding
office in plurality shall exercise only one
vote.
Section 3. The Officers
and Directors shall be elected by the simple majority of the membership
in attendance
casting ballots at the Annual General Meeting and shall begin
their term of office at the close of the
Annual General Meeting
at which they are elected. The Immediate Past-President is a non-elected
position.
Section 4. The Officers
shall hold office for a term of one year or until their successors
are elected; and the President shall not be immediately re-electable.
No Officer shall be eligible to serve for more than three (3)
consecutive terms in the same office, except that when no new
candidate is available who has the expertise required to execute
the duties of a particular office.
Section 5. Directors, who
shall not act as Officers in plurality with their directorship,
may serve up to two consecutive terms (with no limit on non-consecutive terms) of
two years. The terms of office of the initial directors shall, in order to
ensure continuity in the operation of SOTN, be decided by the
Officers, and may vary from one and
one half (1 1/2) to three and one half (3 1/2) years.
ARTICLE V. EXECUTIVE
BOARD
Section 1. The Executive
Board shall consist of the Officers and Directors, all of whom
shall have equal voting rights. The Executive Board shall have power to
co-opt additional non-voting members for terms which shall not
exceed one (1) year at any co-option. The President shall not
exercise a casting vote, except in tie braking circumstances.
Section 2. The Executive
Board of SOTN has the power to manage the affairs of the corporation.
The Executive
Board shall determine all the business of SOTN, shall have general
supervision of the affairs of SOTN
between its business
meetings, fix the hour and place of meetings, have the power to
enter into contracts on behalf of the corporation, make recommendations
to SOTN, shall be empowered to employ, discharge, and
prescribe the duties
of professional personnel as required to administer the affairs
of SOTN, shall perform such other
duties as are specified in these bylaws, and shall exercise all
powers inherent in SOTN except those
expressly reserved to the membership. The Executive
Board shall be subject to the orders of SOTN, and none
of its acts shall conflict with action taken by SOTN.
Section 3. The Executive
Board has the power to determine the location of the corporation's
principal place of business and registered office, which need not be the same
location. The Executive Board also has the power to designate the
corporation's statutory agent, who may be an officer or director.
The Executive Board has the power
to change the offices, statutory agent, and registered office
of the corporation.
Section 4. The Executive
Board shall meet at the Annual General Meeting the third Friday
in June, conduct business meetings the third Friday of each month, and at other
times at its need or discretion. If the third Friday is a
legal holiday, the meeting will be held on the following Friday,
which is not a legal holiday.
Section 5. The President
may call a special meeting of the Executive Board with 24-hours
notice upon the written request from three (3) Executive Board members. Only the
business stated in the call for the special meeting may be discussed
or acted upon.
Section 6. All actions taken
by the Executive Board must be passed by a majority at a meeting
with a quorum. Adjournment shall be by majority vote.
Section 7. Members of SOTN
and the general public may attend and speak at the Executive Board
meetings, but shall not vote unless they are also members of the
Executive Board.
Section 8. The Executive
Board shall appoint individuals to serve in all vacant Officer
(except Presidency to be filled by Vice-President; the Immediate Past-President
to remain vacant) and Director positions until the next
Annual General Meeting, even if technically less than a quorum.
Section 9. Each member of
the Executive Board owes a fiduciary duty of good faith and reasonable
care with regard to all actions taken on behalf of the corporation.
Each officer and director must perform her/his duties in
good faith in a manner, which she/he reasonably believes to be
in the best interests of the corporation, using ordinary care and
prudence.
ARTICLE VI. QUORUM
The Quorum for a meeting
or consultation of the Executive Board shall be five. The Quorum
for a meeting or consultation of the Membership shall be ten. Once a quorum is
present, business may be conducted at the meeting, even if
members leave prior to adjournment.
ARTICLE VII. DUTIES
The duties and responsibilities
of the Officers and Directors of SOTN are set out in the attached
Schedules, which may be amended by the Executive Board at its discretion.
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ARTICLE VIII. ADVISORY
BOARDS/COMMITTEES/SUBCOMMITTEES
The Executive Board may,
at its discretion, appoint such Advisory Boards, Committees and
Subcommittees as it may, from time to time, deem to be of assistance to SOTN. An Officer
or Director shall chair all Advisory Boards, Committees and Subcommittees.
No Advisory Board, Committee or Subcommittee (except the Conference
and Award Committee) shall continue in existence
for more than one (1) year without formal renewal by the
Executive Board. The President may appoint voting and non-voting
members, as well as, non-members of SOTN to serve on
Advisory Boards/Committees/Subcommittees. The President shall
be an ex-officio member of all committees except the Nominating Committee.
The duties and responsibilities of the Ad-hoc Positions of
SOTN are set out in
the attached Schedules, which may be amended by the Executive
Board at its discretion.
ARTICLE IX. MEMBERSHIP
Section 1. Membership of
SOTN is open to all individuals and social service organisations
and agencies interested in the purpose of SOTN of whatever race, color, gender,
or religion who, in the opinion of the Executive Board (whose decision
shall be final) is qualified for membership. A person or social
service organisation/agency so
elected by a two-thirds (2/3) vote by the Executive Board shall
be declared a member of SOTN upon
payment of the annual dues.
Section 2. SOTN members
comprise a diverse, interdisciplinary network of individuals and
social service organisations/agencies who believe in the process of cooperatively
planning, coordinating and sharing training, resources and personnel
to promote a higher quality of life and enhance access to quality
health, educational, social,
recreational, and vocational services for the people of southeast
Ohio.
Section 3. A candidate for
membership, whose request has been denied, may ask for that application
to be reconsidered at the next meeting of the Executive Board, and may
at the Board's discretion be permitted to attend that part
of the Board's meeting.
Section 4. The Executive
Board, acting through the Secretary and President or Vice President,
may admit a candidate to provisional membership pending the decision of the
Executive Board at its next meeting.
Section 5. Members shall
be eligible to hold office and directorships and vote in elections.
Section 6. Control of SOTN
shall rest with the membership. Any action of the Executive Board
shall be subject to review by the membership on request of any member at
the Annual General Meeting (see Special General Meeting).
An action of the Executive Board may be altered or rescinded with
an affirmative vote of two-third (2/3) of the members present at the
Annual General Meeting, provided no rights of third parties are
affected.
Section 7. All members pay
such membership dues as may, from time to time, be decided by
the Executive Board. Failure to pay such dues within three months
of the due date (July 1), and after one reminder, will result in the
automatic cancellation of membership, which may only be reinstated
at the meeting of the Executive
Board and after the payment of any outstanding dues or charges.
Dues will not be prorated.
Section 8. The Executive
Board may propose to the membership of SOTN at the Annual General
Meeting the election of scholars and practitioners of distinction in the
areas of training and professional development to
Honorary Lifetime
Membership in SOTN. Honorary Lifetime Members shall have none
of the obligations of membership in SOTN, but shall be entitled to all
of the privileges except those of making motions, of voting, and
holding office.
ARTICLE X. VOTING RIGHTS
All individual members,
and social service organisations/agencies acting through a nominated
individual, have equal voting rights, which may not be exercised in absentia.
No individual may exercise voting rights both on his/her
own behalf and on that of a social service organisation/agency.
Social service organisations/agencies will present to SOTN in writing
the name of the organisation's/agency's nominated individual.
Members whose annual dues have
not been paid at the time of election or meeting may not exercise
their votes. No employee or paid consultant of SOTN may serve as a voting member.
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ARTICLE XI. MINUTES,
REPORTS, AND AGENDA
The Minutes of all meetings
or consultations of the Executive Board shall be recorded by the
Secretary in the Minute Book of SOTN, and shall be submitted for confirmation to
the next formal meeting of the Executive Board. Minutes of all meetings
or consultations of Advisory Boards, Committees or Subcommittees
shall be kept by a designated
member of the Advisory Board, Committees or Subcommittee and shall
be sent to the Secretary of SOTN to be included on the Agenda for meetings
of the Executive Board. The Secretary of SOTN must receive
matters for inclusion on the Agenda of the Annual General Meeting
not less than thirty (30) days before the date of
the meeting and for
a monthly business meeting of the Executive Board not less than
fifteen (15) days before the date
of the meeting. The Secretary of SOTN may accept matters for late
inclusion on the Agenda at the discretion
of the President or, in his/her absence, by the
Vice-President.
ARTICLE XII. MEETINGS
Southeast Ohio Training Network, Inc. (SOTN) made the following
Amendments to its Bylaws effective 06/20/03:
1. SOTN Board of Officers and Directors shall consist of the following
positions: President (one year office), Secretary/Treasure (one
year office), Immediate Past President (one year office), and
three Directors (two year offices).
2. SOTN will sponsor one workshop of interest to its constituents
each October and will hold a planning meeting the preceding July
for said workshop.
3. To coincide with SOTN’s Annual Membership Meeting and
Election scheduled the third Friday of June, SOTN will sponsor
an annual workshop of interest to trainers. STON will hold a planning
meeting the preceding March.
President: Larry Jageman______________________________
Secretary/Treasurer: Carole Alder______________________________
Director: Loretta Lewis-Wells______________________________
Director: Deborah Meyer______________________________
Director: Roger Buck______________________________
Immediate Past President: Peg Meis
Section 1. An Annual General
Meeting of SOTN shall be held the third Friday in June of which
written notice stating the time and place determined by the Executive Board shall
be given to all members of record who are entitled to vote
at the meeting. The notice must be sent no less than seven (7)
days nor more than thirty (30) days
prior to the date of the meeting. The notice should be sent to
the member's address as shown in the
Membership Directory. The Annual General Meeting
shall receive the reports of the officers and committees;
together with such other reports and business as the Executive
Board may decide; and the provisional accounts for the previous
year; and shall elect Officers and Directors, as necessary and
appropriate. The business of the Annual
General Meeting shall be determined by the Executive Board save
those items submitted to the Secretary of SOTN not less than thirty (30) days prior to the
date of the Annual General Meeting and endorsed by not less than
ten SOTN members shall be included. Adjournment shall be by majority
vote.
Section 2. A Special General
Meeting of SOTN may be called at not less than thirty (30) days'
notice to all members, by the decision of the Executive Board or at the request
of ten SOTN members made in writing to the Secretary of SOTN,
and specifying the precise nature of the business to be discussed.
The Secretary will prepare and send written notice stating the time,
place and purpose of the meeting to all members of record who
are entitled to vote at the meeting. Adjournment shall be by majority
vote.
ARTICLE XIII. ELECTIONS
The election of Officers
and Directors, when applicable, shall be by simple majority of
the voting members present at the Annual General Meetings held the third Friday in
June. Proxy or written votes shall not be entertained. In the
event of a tied vote the President, or his/her deputy pro-tem,
may exercise a casting vote. The Nominating Committee shall present the slate
of nominations forty-five (45) days prior to election date to
the Secretary who in turn will present full notices
of all candidates for election to all members of SOTN in writing
not less than seven (7) days nor more than thirty (30) days prior
to election date. The Secretary will present the slate
of candidates for election to the Webmaster/Publicist who will
post on the SOTN Website. Additional
nominations from the
floor shall be permitted. Elections shall be conducted by secret
ballot. Officers and Directors will begin their term of office at the close of
the Annual General Meeting at which they are elected.
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ARTICLE XIV. RESIGNATION
AND REMOVAL
Section 1. A Director who
fails to attend, without substantial cause, two consecutive meetings
of the Executive Board shall be deemed to have resigned his/her Directorship.
Section 2. An Officer, including
the President, may be removed from the Executive Board by:
a. A two-thirds majority
of the whole Executive Board;
b. A two-thirds majority
of those members present at an Annual General Meeting or a Special
General
Meeting of which due notice
has been given, save that no Officer shall be removed from office
in his/her unavoidable absence and without clear statement of the reasons
for the requested removal, to which the Officer must have a right
of reply in person.
Section 3. Any member whose
actions are prejudicial to the interests of SOTN, or toward members
of SOTN may be expelled as follows:
a. A member may bring written
complaint against another member, and submit it to the President.
The complaint shall present evidence to substantiate the accusation.
Written complaint against the President
shall be submitted to the Vice-President.
b. The President shall notify
the affected member that such an action will come before the Executive
Board and designate the time, date and place of the meeting. A summary
of the evidence in support of the action shall be offered.
c. Written notice will be
provided to the member at least thirty (30) days prior to the
date the action will be considered and an opportunity will be provided
to show cause why the member should not be suspended or expelled.
d. Upon an affirmative three-fourths
(3/4) vote of the Executive Board at a meeting with a quorum,
the affected member will be expelled.
e. The affected member shall
have the right to appeal the decision to the general membership.
On receipt of the appeal, the President shall call a Special General Meeting
within 30 days at which the membership, having established
a quorum, may overrule the decision of the Executive Board by
an affirmative vote of three-fourths (3/4) of the membership present.
ARTICLE XV. PARLIAMENTARY
AUTHORITY
The rules contained in the
current edition of Robert's Rules of Order Newly Revised shall
govern the convention in all cases to which they are applicable and in
which they are not inconsistent with the bylaws of SOTN and these
standing rules.
ARTICLE XVI. AMENDMENTS
These Bylaws may be amended
by a two-thirds majority of the full Executive Board or by a two-thirds
majority of entitled members of SOTN voting in person at an Annual General
Meeting or a Special General Meeting, always providing that such
amendments are not in conflict with the Articles of Incorporation
and providing the amendment has
been submitted in writing at the previous regular business meeting
or written notice has been given thirty (30)
days prior to the
meeting at which the vote is to be taken.
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ARTICLE XVII. RATIFICATION
These Bylaws take immediate
effect when formally ratified by the initial Officers and Directors
of SOTN as recorded in the Articles of Incorporation.
Approved by the Executive
Board on (date): 12/17/99.
President of SOTN Executive
Board: Paula Marx
Approved by the SOTN Membership
on (date): 12/17/99.
Secretary of SOTN: Marilyn
Wentworth
Schedule A. Duties
President
The President is the principal
executive officer of the corporation and is subject to control
by the Executive Board. The President will supervise and control all of
the business and activities of the corporation. The President
shall preside at all membership and Executive Board meetings, the Annual
Conference of SOTN, and at other Colloquia, Conferences,
Workshops, Lectures, unless these responsibilities are delegated,
during his/her period of
office (which shall commence with his/her election and induction
at the end of the Annual General Meeting). The
President shall represent SOTN before other bodies,
and major speakers at SOTN conferences and activities
shall be invited by him/her, in his/her name or on his/her behalf.
The President is an ex-officio member of all committees (except
the Nominating Committee). The President shall appoint chairpersons
and members of Advisory Boards, Committees and Subcommittees
(except the Nominating Committee). The President shall
train the Vice-President for the succession to the office of President,
and perform any other duties as prescribed by the Executive
Board. The President is the custodian of the Robert's Rules of
Order Newly Revised and shall pass
said book to the subsequent President. The President shall present
a Report to the Annual General Meeting of SOTN.
Vice-President
The Vice-President shall
perform the duties of the President in that person's absence,
disability, registration, or expulsion. When acting for the President, the
Vice-President will have all of the powers and authority of the
President. The Vice-President shall undertake other such responsibilities
as the President may assign and/or as
prescribed by the
Executive Board. The Vice-President shall succeed to the office
of President at the conclusion of
the Annual General Meeting after serving one term as Vice-President;
unless no longer a member in good
standing and/or succession is not approved by a majority of SOTN
membership present at the Annual General Meeting.
Secretary
The Secretary shall maintain
the records and minutes of SOTN in all its activities and constituent
committees, and ensure that they are produced for discussion and approval at the
appropriate committees and meetings.
The Secretary shall:
a. Circulate to the Executive
Board members the minutes of Executive Board meetings no later
than seven (7) days prior to the subsequent meeting at which they are to
be produced for confirmation.
b. Prepare the Agenda, in
consultation with the President and Officers, for all Executive
Board meetings and
circulate this Agenda and
associated papers to Executive Board members not less than seven
(7) days nor more
than thirty (30) days prior
to such a meeting.
c. Circulate to all voting
members and to the Webmaster of SOTN with the Agenda and papers
for the Annual General Meeting of SOTN (and any Special General Meeting)
not less than seven (7) days nor more than thirty (30) days
prior to such meetings.
d. Oversee, direct and adjudicate
all votes taken by the Executive Board and members of SOTN.
e. Be a member of the Conference
Subcommittee, and may be a member of any other Advisor Board or
Subcommittee at the discretion of the President.
f. The Secretary will be
the custodian of the corporate records, the corporate seal, and
the Membership Directory, if the Membership Secretary does not perform this last
duty.
g. The Secretary will also
perform any other duties as assigned by the President and/or prescribed
by the Executive Board.
h. Present a Report to the
Annual General Meeting.
Treasurer
The Treasurer will be custodian
of all corporate funds and ledgers. The Treasurer will receive
and pay out funds, which are receivable or payable to the corporation
from any source. The Treasurer will deposit all corporate funds
received into the corporate bank accounts as designated by the
Executive Board. The Treasurer will also perform any other duties
as assigned by the President and/or prescribed by Executive Board.
The Executive Board will determine
the accounting methods of the corporation.
The Treasurer shall also:
a. Report to the Executive
Board at its business meetings and shall present a Financial Report
and Accounts for the previous financial year to the Annual General Meeting,
at which they must be approved.
b. Recommend appropriate
levels of fees and dues for approval by the Executive Board.
c. Deliver to the newly
elected Treasurer all funds, records, papers, ledgers and financial
documents in his/her possession.
Executive Editor
The Executive Editor shall
be responsible for the organisation and administration of the
publishing activities of SOTN (only excepting the finances, which shall
remain the responsibility of the Treasurer, and those communications designated
to the Secretary), and shall report on those activities to the
Annual General Meeting of SOTN.
Webmaster/Publicist
The Webmaster/Publicist
shall submit public relations and information statements to the
mass media regarding SOTN activities and events; shall maintain the
SOTN Website; shall publish the SOTN Newsletter on the
Website; shall publish
on the Website such information as forwarded by the SOTN President
or Secretary; and shall
report on these activities at the Annual General Meeting.
In consideration of
the technical expertise necessary to fulfill the duties of this
office, the Executive Board may vote
to excuse the Webmaster/Publicist
from the monthly Executive Board meeting requirement. Attendance
at the Annual General Meeting shall not be waved.
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Directors
The Directors of SOTN shall
attend and participate fully in the meetings of the Executive
Board, shall take on such specific responsibilities the Executive Board
may from time to time decide and prescribe, and shall report on
these activities at the Annual General Meeting.
Immediate Past-President
The Immediate Past-President
will serve as an advisor to the President, shall attend and participate
fully in the meetings of the Executive Board, shall take on such specific responsibilities
the Executive Board may from time to
time decide and prescribe,
and shall report on these activities at the Annual General Meeting.
Schedule B. Ad-hoc Positions
Nominating Committee
The Executive Board at the
April business meeting prior to the Annual General Meeting shall
elect three voting members of the Executive Board to serve as The
Nominating Committee. The President and Vice-President are
not eligible to serve
as Nominating Committee members. The Nominating Committee shall
nominate a slate of candidates
for officers and directors for election by SOTN membership at
the Annual General Meeting. The Nominating Committee shall verify all nominees (including those
nominated from the floor at the Annual General Meeting) are members
in good standing who have given consent for the nomination and
have paid all dues/fees in full. The Vice-President will fill the President
office unless deemed unworthy by the Executive Board or the
general membership. The outgoing president will automatically
fill the Immediate Past-President position unless deemed unworthy by
the Executive Board or the general membership. If for some reason
the Vice-President is unable
to fill the office of President, another candidate will be selected.
If the outgoing president does not wish to
fill the Immediate
Past-President office, said office will remain vacant for said
period.
Membership Secretary
The Membership Secretary,
if this function is not performed by either the Secretary or Treasurer,
shall maintain a Membership Directory (including names, mailing addresses, telephone
numbers, email addresses, payment records, receipt
of dues, and presentation of all dues to the Treasurer). The Membership
Secretary shall report on those
activities to the Executive Board at its meetings and shall present
a Membership Report to the Annual
General Meeting.
Conference Chairperson &
Conference and Awards Committee
The Conference Chairperson
shall chair the Conference and Awards Committee. The Conference
Chairperson shall coordinate the activities necessary for the successful production
of the Annual Conference with input and
approval from the
Executive Board (and other conferences and programs deemed appropriate
by the Executive Board). The Conference and Awards Committee shall
plan the Annual Conference including program theme, schedule, presenters,
publicity, registration, and finances of the conference and submit
those plans to the Executive Board for prior approval. Said committee
shall propose to the Executive Board for approval the
awards, wording of
the awards, award budget, persons to be awarded, ordering of the
awards, and presentation of the awards at the SOTN Annual Conference.
Continuing Education Coordinator
The Continuing Education
Coordinator; hereinafter known as the CE Coordinator, shall pursue
obtainment of continuing education units (CEU) and continuing professional education
(CPE) units from the various boards, which certify the professionals
attending SOTN training. The CE Coordinator may coordinate provision
of CEU's, CPE's,
and college credits with other organisations. The CE Coordinator
shall be an ex-officio member of the
Conference and Awards Committee.
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BYLAWS OF SOUTHEAST OHIO
TRAINING NETWORK, INC., a non-profit corporation incorporated
under the laws of the State of Ohio.
PREAMBLE
These Bylaws are in accordance
with the "Articles of Incorporation of Southeast Ohio Training
Network, Inc.," hereinafter referred to as "SOTN." The
Articles of Incorporation shall take priority in any conflict
between the Articles of Incorporation and these Bylaws.
ARTICLE I. PURPOSE
The purpose of these Bylaws
is to establish a governing structure for SOTN in accordance with
its Articles of Incorporation.
ARTICLE II. YEAR
The working year of SOTN,
for all purposes, shall be July 1 to June 30.
ARTICLE III. GOVERNING
STRUCTURE
The Officers and Directors
shall direct the operation of SOTN in accordance with the provisions
of these Bylaws.
ARTICLE IV. OFFICERS
and DIRECTORS
Section 1. The Officers
of SOTN shall be the President, Vice-President, Secretary, Treasurer,
Executive Editor, Webmaster/Publicist, no more and no less than three (3)
Directors, and the Immediate Past-President; all of
whom shall be voting
members of the Executive Board. These officers and directors shall
perform the duties prescribed
by these bylaws and by the parliamentary authority adopted by
SOTN.
Section 2. With exception
of the Presidency the Officers of SOTN may be elected in plurality.
All Officers of SOTN shall be voting members of the Executive Board, and if holding
office in plurality shall exercise only one
vote.
Section 3. The Officers
and Directors shall be elected by the simple majority of the membership
in attendance
casting ballots at the Annual General Meeting and shall begin
their term of office at the close of the
Annual General Meeting
at which they are elected. The Immediate Past-President is a non-elected
position.
Section 4. The Officers
shall hold office for a term of one year or until their successors
are elected; and the President shall not be immediately re-electable.
No Officer shall be eligible to serve for more than three (3)
consecutive terms in the same office, except that when no new
candidate is available who has the expertise required to execute
the duties of a particular office.
Section 5. Directors, who
shall not act as Officers in plurality with their directorship,
may serve up to two consecutive terms (with no limit on non-consecutive terms) of
two years. The terms of office of the initial directors shall, in order to
ensure continuity in the operation of SOTN, be decided by the
Officers, and may vary from one and
one half (1 1/2) to three and one half (3 1/2) years.
ARTICLE V. EXECUTIVE
BOARD
Section 1. The Executive
Board shall consist of the Officers and Directors, all of whom
shall have equal voting rights. The Executive Board shall have power to
co-opt additional non-voting members for terms which shall not
exceed one (1) year at any co-option. The President shall not
exercise a casting vote, except in tie braking circumstances.
Section 2. The Executive
Board of SOTN has the power to manage the affairs of the corporation.
The Executive
Board shall determine all the business of SOTN, shall have general
supervision of the affairs of SOTN
between its business
meetings, fix the hour and place of meetings, have the power to
enter into contracts on behalf of the corporation, make recommendations
to SOTN, shall be empowered to employ, discharge, and
prescribe the duties
of professional personnel as required to administer the affairs
of SOTN, shall perform such other
duties as are specified in these bylaws, and shall exercise all
powers inherent in SOTN except those
expressly reserved to the membership. The Executive
Board shall be subject to the orders of SOTN, and none
of its acts shall conflict with action taken by SOTN.
Section 3. The Executive
Board has the power to determine the location of the corporation's
principal place of business and registered office, which need not be the same
location. The Executive Board also has the power to designate the
corporation's statutory agent, who may be an officer or director.
The Executive Board has the power
to change the offices, statutory agent, and registered office
of the corporation.
Section 4. The Executive
Board shall meet at the Annual General Meeting the third Friday
in June, conduct business meetings the third Friday of each month, and at other
times at its need or discretion. If the third Friday is a
legal holiday, the meeting will be held on the following Friday,
which is not a legal holiday.
Section 5. The President
may call a special meeting of the Executive Board with 24-hours
notice upon the written request from three (3) Executive Board members. Only the
business stated in the call for the special meeting may be discussed
or acted upon.
Section 6. All actions taken
by the Executive Board must be passed by a majority at a meeting
with a quorum. Adjournment shall be by majority vote.
Section 7. Members of SOTN
and the general public may attend and speak at the Executive Board
meetings, but shall not vote unless they are also members of the
Executive Board.
Section 8. The Executive
Board shall appoint individuals to serve in all vacant Officer
(except Presidency to be filled by Vice-President; the Immediate Past-President
to remain vacant) and Director positions until the next
Annual General Meeting, even if technically less than a quorum.
Section 9. Each member of
the Executive Board owes a fiduciary duty of good faith and reasonable
care with regard to all actions taken on behalf of the corporation.
Each officer and director must perform her/his duties in
good faith in a manner, which she/he reasonably believes to be
in the best interests of the corporation, using ordinary care and
prudence.
ARTICLE VI. QUORUM
The Quorum for a meeting
or consultation of the Executive Board shall be five. The Quorum
for a meeting or consultation of the Membership shall be ten. Once a quorum is
present, business may be conducted at the meeting, even if
members leave prior to adjournment.
ARTICLE VII. DUTIES
The duties and responsibilities
of the Officers and Directors of SOTN are set out in the attached
Schedules, which may be amended by the Executive Board at its discretion.
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ARTICLE VIII. ADVISORY
BOARDS/COMMITTEES/SUBCOMMITTEES
The Executive Board may,
at its discretion, appoint such Advisory Boards, Committees and
Subcommittees as it may, from time to time, deem to be of assistance to SOTN. An Officer
or Director shall chair all Advisory Boards, Committees and Subcommittees.
No Advisory Board, Committee or Subcommittee (except the Conference
and Award Committee) shall continue in existence
for more than one (1) year without formal renewal by the
Executive Board. The President may appoint voting and non-voting
members, as well as, non-members of SOTN to serve on
Advisory Boards/Committees/Subcommittees. The President shall
be an ex-officio member of all committees except the Nominating Committee.
The duties and responsibilities of the Ad-hoc Positions of
SOTN are set out in
the attached Schedules, which may be amended by the Executive
Board at its discretion.
ARTICLE IX. MEMBERSHIP
Section 1. Membership of
SOTN is open to all individuals and social service organisations
and agencies interested in the purpose of SOTN of whatever race, color, gender,
or religion who, in the opinion of the Executive Board (whose decision
shall be final) is qualified for membership. A person or social
service organisation/agency so
elected by a two-thirds (2/3) vote by the Executive Board shall
be declared a member of SOTN upon
payment of the annual dues.
Section 2. SOTN members
comprise a diverse, interdisciplinary network of individuals and
social service organisations/agencies who believe in the process of cooperatively
planning, coordinating and sharing training, resources and personnel
to promote a higher quality of life and enhance access to quality
health, educational, social,
recreational, and vocational services for the people of southeast
Ohio.
Section 3. A candidate for
membership, whose request has been denied, may ask for that application
to be reconsidered at the next meeting of the Executive Board, and may
at the Board's discretion be permitted to attend that part
of the Board's meeting.
Section 4. The Executive
Board, acting through the Secretary and President or Vice President,
may admit a candidate to provisional membership pending the decision of the
Executive Board at its next meeting.
Section 5. Members shall
be eligible to hold office and directorships and vote in elections.
Section 6. Control of SOTN
shall rest with the membership. Any action of the Executive Board
shall be subject to review by the membership on request of any member at
the Annual General Meeting (see Special General Meeting).
An action of the Executive Board may be altered or rescinded with
an affirmative vote of two-third (2/3) of the members present at the
Annual General Meeting, provided no rights of third parties are
affected.
Section 7. All members pay
such membership dues as may, from time to time, be decided by
the Executive Board. Failure to pay such dues within three months
of the due date (July 1), and after one reminder, will result in the
automatic cancellation of membership, which may only be reinstated
at the meeting of the Executive
Board and after the payment of any outstanding dues or charges.
Dues will not be prorated.
Section 8. The Executive
Board may propose to the membership of SOTN at the Annual General
Meeting the election of scholars and practitioners of distinction in the
areas of training and professional development to
Honorary Lifetime
Membership in SOTN. Honorary Lifetime Members shall have none
of the obligations of membership in SOTN, but shall be entitled to all
of the privileges except those of making motions, of voting, and
holding office.
ARTICLE X. VOTING RIGHTS
All individual members,
and social service organisations/agencies acting through a nominated
individual, have equal voting rights, which may not be exercised in absentia.
No individual may exercise voting rights both on his/her
own behalf and on that of a social service organisation/agency.
Social service organisations/agencies will present to SOTN in writing
the name of the organisation's/agency's nominated individual.
Members whose annual dues have
not been paid at the time of election or meeting may not exercise
their votes. No employee or paid consultant of SOTN may serve as a voting member.
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ARTICLE XI. MINUTES,
REPORTS, AND AGENDA
The Minutes of all meetings
or consultations of the Executive Board shall be recorded by the
Secretary in the Minute Book of SOTN, and shall be submitted for confirmation to
the next formal meeting of the Executive Board. Minutes of all meetings
or consultations of Advisory Boards, Committees or Subcommittees
shall be kept by a designated
member of the Advisory Board, Committees or Subcommittee and shall
be sent to the Secretary of SOTN to be included on the Agenda for meetings
of the Executive Board. The Secretary of SOTN must receive
matters for inclusion on the Agenda of the Annual General Meeting
not less than thirty (30) days before the date of
the meeting and for
a monthly business meeting of the Executive Board not less than
fifteen (15) days before the date
of the meeting. The Secretary of SOTN may accept matters for late
inclusion on the Agenda at the discretion
of the President or, in his/her absence, by the
Vice-President.
ARTICLE XII. MEETINGS
Section 1. An Annual General
Meeting of SOTN shall be held the third Friday in June of which
written notice stating the time and place determined by the Executive Board shall
be given to all members of record who are entitled to vote
at the meeting. The notice must be sent no less than seven (7)
days nor more than thirty (30) days
prior to the date of the meeting. The notice should be sent to
the member's address as shown in the
Membership Directory. The Annual General Meeting
shall receive the reports of the officers and committees;
together with such other reports and business as the Executive
Board may decide; and the provisional accounts for the previous
year; and shall elect Officers and Directors, as necessary and
appropriate. The business of the Annual
General Meeting shall be determined by the Executive Board save
those items submitted to the Secretary of SOTN not less than thirty (30) days prior to the
date of the Annual General Meeting and endorsed by not less than
ten SOTN members shall be included. Adjournment shall be by majority
vote.
Section 2. A Special General
Meeting of SOTN may be called at not less than thirty (30) days'
notice to all members, by the decision of the Executive Board or at the request
of ten SOTN members made in writing to the Secretary of SOTN,
and specifying the precise nature of the business to be discussed.
The Secretary will prepare and send written notice stating the time,
place and purpose of the meeting to all members of record who
are entitled to vote at the meeting. Adjournment shall be by majority
vote.
ARTICLE XIII. ELECTIONS
The election of Officers
and Directors, when applicable, shall be by simple majority of
the voting members present at the Annual General Meetings held the third Friday in
June. Proxy or written votes shall not be entertained. In the
event of a tied vote the President, or his/her deputy pro-tem,
may exercise a casting vote. The Nominating Committee shall present the slate
of nominations forty-five (45) days prior to election date to
the Secretary who in turn will present full notices
of all candidates for election to all members of SOTN in writing
not less than seven (7) days nor more than thirty (30) days prior
to election date. The Secretary will present the slate
of candidates for election to the Webmaster/Publicist who will
post on the SOTN Website. Additional
nominations from the
floor shall be permitted. Elections shall be conducted by secret
ballot. Officers and Directors will begin their term of office at the close of
the Annual General Meeting at which they are elected.
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ARTICLE XIV. RESIGNATION
AND REMOVAL
Section 1. A Director who
fails to attend, without substantial cause, two consecutive meetings
of the Executive Board shall be deemed to have resigned his/her Directorship.
Section 2. An Officer, including
the President, may be removed from the Executive Board by:
a. A two-thirds majority
of the whole Executive Board;
b. A two-thirds majority
of those members present at an Annual General Meeting or a Special
General
Meeting of which due notice
has been given, save that no Officer shall be removed from office
in his/her unavoidable absence and without clear statement of the reasons
for the requested removal, to which the Officer must have a right
of reply in person.
Section 3. Any member whose
actions are prejudicial to the interests of SOTN, or toward members
of SOTN may be expelled as follows:
a. A member may bring written
complaint against another member, and submit it to the President.
The complaint shall present evidence to substantiate the accusation.
Written complaint against the President
shall be submitted to the Vice-President.
b. The President shall notify
the affected member that such an action will come before the Executive
Board and designate the time, date and place of the meeting. A summary
of the evidence in support of the action shall be offered.
c. Written notice will be
provided to the member at least thirty (30) days prior to the
date the action will be considered and an opportunity will be provided
to show cause why the member should not be suspended or expelled.
d. Upon an affirmative three-fourths
(3/4) vote of the Executive Board at a meeting with a quorum,
the affected member will be expelled.
e. The affected member shall
have the right to appeal the decision to the general membership.
On receipt of the appeal, the President shall call a Special General Meeting
within 30 days at which the membership, having established
a quorum, may overrule the decision of the Executive Board by
an affirmative vote of three-fourths (3/4) of the membership present.
ARTICLE XV. PARLIAMENTARY
AUTHORITY
The rules contained in the
current edition of Robert's Rules of Order Newly Revised shall
govern the convention in all cases to which they are applicable and in
which they are not inconsistent with the bylaws of SOTN and these
standing rules.
ARTICLE XVI. AMENDMENTS
These Bylaws may be amended
by a two-thirds majority of the full Executive Board or by a two-thirds
majority of entitled members of SOTN voting in person at an Annual General
Meeting or a Special General Meeting, always providing that such
amendments are not in conflict with the Articles of Incorporation
and providing the amendment has
been submitted in writing at the previous regular business meeting
or written notice has been given thirty (30)
days prior to the
meeting at which the vote is to be taken.
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ARTICLE XVII. RATIFICATION
These Bylaws take immediate
effect when formally ratified by the initial Officers and Directors
of SOTN as recorded in the Articles of Incorporation.
Approved by the Executive
Board on (date): 12/17/99.
President of SOTN Executive
Board: Paula Marx
Approved by the SOTN Membership
on (date): 12/17/99.
Secretary of SOTN: Marilyn
Wentworth
Schedule A. Duties
President
The President is the principal
executive officer of the corporation and is subject to control
by the Executive Board. The President will supervise and control all of
the business and activities of the corporation. The President
shall preside at all membership and Executive Board meetings, the Annual
Conference of SOTN, and at other Colloquia, Conferences,
Workshops, Lectures, unless these responsibilities are delegated,
during his/her period of
office (which shall commence with his/her election and induction
at the end of the Annual General Meeting). The
President shall represent SOTN before other bodies,
and major speakers at SOTN conferences and activities
shall be invited by him/her, in his/her name or on his/her behalf.
The President is an ex-officio member of all committees (except
the Nominating Committee). The President shall appoint chairpersons
and members of Advisory Boards, Committees and Subcommittees
(except the Nominating Committee). The President shall
train the Vice-President for the succession to the office of President,
and perform any other duties as prescribed by the Executive
Board. The President is the custodian of the Robert's Rules of
Order Newly Revised and shall pass
said book to the subsequent President. The President shall present
a Report to the Annual General Meeting of SOTN.
Vice-President
The Vice-President shall
perform the duties of the President in that person's absence,
disability, registration, or expulsion. When acting for the President, the
Vice-President will have all of the powers and authority of the
President. The Vice-President shall undertake other such responsibilities
as the President may assign and/or as
prescribed by the
Executive Board. The Vice-President shall succeed to the office
of President at the conclusion of
the Annual General Meeting after serving one term as Vice-President;
unless no longer a member in good
standing and/or succession is not approved by a majority of SOTN
membership present at the Annual General Meeting.
Secretary
The Secretary shall maintain
the records and minutes of SOTN in all its activities and constituent
committees, and ensure that they are produced for discussion and approval at the
appropriate committees and meetings.
The Secretary shall:
a. Circulate to the Executive
Board members the minutes of Executive Board meetings no later
than seven (7) days prior to the subsequent meeting at which they are to
be produced for confirmation.
b. Prepare the Agenda, in
consultation with the President and Officers, for all Executive
Board meetings and
circulate this Agenda and
associated papers to Executive Board members not less than seven
(7) days nor more
than thirty (30) days prior
to such a meeting.
c. Circulate to all voting
members and to the Webmaster of SOTN with the Agenda and papers
for the Annual General Meeting of SOTN (and any Special General Meeting)
not less than seven (7) days nor more than thirty (30) days
prior to such meetings.
d. Oversee, direct and adjudicate
all votes taken by the Executive Board and members of SOTN.
e. Be a member of the Conference
Subcommittee, and may be a member of any other Advisor Board or
Subcommittee at the discretion of the President.
f. The Secretary will be
the custodian of the corporate records, the corporate seal, and
the Membership Directory, if the Membership Secretary does not perform this last
duty.
g. The Secretary will also
perform any other duties as assigned by the President and/or prescribed
by the Executive Board.
h. Present a Report to the
Annual General Meeting.
Treasurer
The Treasurer will be custodian
of all corporate funds and ledgers. The Treasurer will receive
and pay out funds, which are receivable or payable to the corporation
from any source. The Treasurer will deposit all corporate funds
received into the corporate bank accounts as designated by the
Executive Board. The Treasurer will also perform any other duties
as assigned by the President and/or prescribed by Executive Board.
The Executive Board will determine
the accounting methods of the corporation.
The Treasurer shall also:
a. Report to the Executive
Board at its business meetings and shall present a Financial Report
and Accounts for the previous financial year to the Annual General Meeting,
at which they must be approved.
b. Recommend appropriate
levels of fees and dues for approval by the Executive Board.
c. Deliver to the newly
elected Treasurer all funds, records, papers, ledgers and financial
documents in his/her possession.
Executive Editor
The Executive Editor shall
be responsible for the organisation and administration of the
publishing activities of SOTN (only excepting the finances, which shall
remain the responsibility of the Treasurer, and those communications designated
to the Secretary), and shall report on those activities to the
Annual General Meeting of SOTN.
Webmaster/Publicist
The Webmaster/Publicist
shall submit public relations and information statements to the
mass media regarding SOTN activities and events; shall maintain the
SOTN Website; shall publish the SOTN Newsletter on the
Website; shall publish
on the Website such information as forwarded by the SOTN President
or Secretary; and shall
report on these activities at the Annual General Meeting.
In consideration of
the technical expertise necessary to fulfill the duties of this
office, the Executive Board may vote
to excuse the Webmaster/Publicist
from the monthly Executive Board meeting requirement. Attendance
at the Annual General Meeting shall not be waved.
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Directors
The Directors of SOTN shall
attend and participate fully in the meetings of the Executive
Board, shall take on such specific responsibilities the Executive Board
may from time to time decide and prescribe, and shall report on
these activities at the Annual General Meeting.
Immediate Past-President
The Immediate Past-President
will serve as an advisor to the President, shall attend and participate
fully in the meetings of the Executive Board, shall take on such specific responsibilities
the Executive Board may from time to
time decide and prescribe,
and shall report on these activities at the Annual General Meeting.
Schedule B. Ad-hoc Positions
Nominating Committee
The Executive Board at the
April business meeting prior to the Annual General Meeting shall
elect three voting members of the Executive Board to serve as The
Nominating Committee. The President and Vice-President are
not eligible to serve
as Nominating Committee members. The Nominating Committee shall
nominate a slate of candidates
for officers and directors for election by SOTN membership at
the Annual General Meeting. The Nominating Committee shall verify all nominees (including those
nominated from the floor at the Annual General Meeting) are members
in good standing who have given consent for the nomination and
have paid all dues/fees in full. The Vice-President will fill the President
office unless deemed unworthy by the Executive Board or the
general membership. The outgoing president will automatically
fill the Immediate Past-President position unless deemed unworthy by
the Executive Board or the general membership. If for some reason
the Vice-President is unable
to fill the office of President, another candidate will be selected.
If the outgoing president does not wish to
fill the Immediate
Past-President office, said office will remain vacant for said
period.
Membership Secretary
The Membership Secretary,
if this function is not performed by either the Secretary or Treasurer,
shall maintain a Membership Directory (including names, mailing addresses, telephone
numbers, email addresses, payment records, receipt
of dues, and presentation of all dues to the Treasurer). The Membership
Secretary shall report on those
activities to the Executive Board at its meetings and shall present
a Membership Report to the Annual
General Meeting.
Conference Chairperson &
Conference and Awards Committee
The Conference Chairperson
shall chair the Conference and Awards Committee. The Conference
Chairperson shall coordinate the activities necessary for the successful production
of the Annual Conference with input and
approval from the
Executive Board (and other conferences and programs deemed appropriate
by the Executive Board). The Conference and Awards Committee shall
plan the Annual Conference including program theme, schedule, presenters,
publicity, registration, and finances of the conference and submit
those plans to the Executive Board for prior approval. Said committee
shall propose to the Executive Board for approval the
awards, wording of
the awards, award budget, persons to be awarded, ordering of the
awards, and presentation of the awards at the SOTN Annual Conference.
Continuing Education Coordinator
The Continuing Education
Coordinator; hereinafter known as the CE Coordinator, shall pursue
obtainment of continuing education units (CEU) and continuing professional education
(CPE) units from the various boards, which certify the professionals
attending SOTN training. The CE Coordinator may coordinate provision
of CEU's, CPE's,
and college credits with other organisations. The CE Coordinator
shall be an ex-officio member of the
Conference and Awards Committee.
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