The Oklahoma Society of Association Executives Bylaws
Article I: Name and Location
Section 1. NAME: The name of this organization shall be the OKLAHOMA SOCIETY OF ASSOCIATION EXECUTIVES, INC., a non-profit corporation incorporated in the state of Oklahoma.
Section 2. LOCATION: The principal location of the Society shall be in the Oklahoma City area.
Article II: Objectives
A. To promote the art and science of association management and educate the members and the public in the advancement, improvement, and uses of the association.
B. To provide opportunities for conference and discussion on the techniques of association management.
C. To establish standards of professional conduct for its members.
D. To cooperate with others in conducting courses of study for the benefit of its members and those desiring to fit themselves for executive and administrative functions in associations.
E. To promote sound and legal development of associations.
F. To interpret the aims and activities of associations to the public.
G. To provide means for members to meet and exchange ideas for mutual benefit.
H. To promote the interests of associations and association executives in community and government affairs.
I. To conduct competitions and make awards for outstanding management ability and for association services to business, professions, government and the public.
Article III: Membership
Section 1. CLASSIFICATIONS: Membership in the Society shall consist of the following classes: Regular, Affiliate, Honorary, and Life.
Section 2. REGULAR (VOTING) MEMBERSHIP: Voting membership in this society shall be limited to persons engaged in the management, governance and operations of member driven associations and Chambers of Commerce. Associations shall be defined as, but not limited to, trade associations, professional societies, foundations and other like types of member driven not for profit entities.
Section 3. NON-VOTING MEMBERSHIP: The following membership classes shall have no vote nor be eligible to hold office in the Society, except as is otherwise provided in these bylaws.
A. Affiliate Membership shall be available to any person, firm, or corporation who has a primary function of promoting products or services to regular members as defined in Section 2. Affiliate members shall also be defined as educators, government affairs liaisons and representatives, who have a special interest in association management. Policies governing the participation of Affiliate Members shall be determined by the Board of Directors.
B. Honorary Membership may be bestowed by the Board of Directors upon those individuals who are not eligible for membership in the Society but have made outstanding contributions to the growth and advancement of the association management profession. Honorary Members shall not be required to pay dues. Criteria and implementation shall be determined by the Board of Directors.
C. Life Membership may be bestowed by the Board of Directors upon those individuals who have been members of the Society for a minimum of fifteen (15) years and are presently retired from full-time association management. All past presidents are eligible to become Life Members upon their retirement from full-time association management. Selection of Life Membership shall be at such time and under such terms as the Board of Directors shall determine. Life Members shall not be required to pay dues.
Section 4. APPLICATION FOR MEMBERSHIP: All applicants for membership must submit to the principal office of the Society a completed and signed membership application.
Section 5. ADMISSION OF MEMBERS: Admission of all applicants for membership shall be by a majority vote of the Board of Directors.
Section 6. MEMBERSHIP TRANSFERABILITY: Membership in the Society is transferable within the dues paying entity.
Section 7. TERMINATION OF MEMBERSHIP:
A. Any member may resign from the Society by submitting a written resignation to the Board of Directors. Such a resignation shall be effective as of the date received by the Society, unless it specifies another date.
B. The Board of Directors may recommend in writing to the membership that any member be expelled from the Society for conduct contrary to the objectives of the Society as defined in Article II.
C. After having given the member an opportunity to be heard in his own defense at the next Society membership meeting after such recommendation has been presented to the membership, and after having given the member an opportunity to present the reasons why he or she should not be expelled, the membership shall vote on the question of whether the member shall be expelled. A two-thirds affirmative vote shall be necessary to expel a member.
D. Any member who resigns or is expelled shall forfeit any and all rights and privileges in the affairs and/or property of the Society, including dues already paid. Any member who resigns or is expelled shall remain liable for any dues or other charges due and owing at the time of their resignation or expulsion.
Article IV: Chapters
Section 1. CHAPTERS: Local or regional chapters of the Society may be created by six (6) or more association executives residing outside the Oklahoma City SMSA, as long as they are in compliance with the bylaws of the Society.
Article V: Sections
Section 1. SECTIONS: Six (6) Sections of Memberships shall exist in the Society.
A. Chief Executive Officer (CEO)
B. Education
C. Communications and Public Relations
D. Governmental Affairs
E. Meeting Planning
F. Membership
Section 2. FEES: Fees for Section membership shall be established as outlined in Article VI of these bylaws.
Article VI: Dues
Section 1. DUES: Dues of all classes of membership shall be determined annually by the Board of Directors.
Section 2. PAYMENT: Dues shall be paid annually and shall be due and payable as determined by the Board of Directors.
Section 3. SECTION FEES: Section Fees, as outlines in Article V of these bylaws, shall be established by the Board of Directors
Section 4. NON-PAYMENT OF DUES: A member who fails to pay dues within thirty days from the date due shall be notified by mail. If payment is not made within thirty (30) days of notification, the member may be dropped from the rolls without further notice or hearing and shall forfeit all rights and privileges of membership.
Article VII: Board of Directors
Section 1 COMPOSITION: The Board of Directors shall consist of the elected officers of the association, immediate Past President, (4) four Vice Presidents and (2) Affiliate Representatives. Officers of the association shall be defined as the President, President Elect and the Secretary/Treasurer. Said Board of Directors shall serve a term of one (1) year or until their successors are elected or appointed. Eligibility for the offices of President, President Elect and Secretary/Treasurer shall be limited to full-time regular members as defined in Article III.
A. Two (2) Affiliate Representatives shall be appointed by the President.
B. In the event of unwillingness, removal, resignation, vacancy or incapacity of any elected officer to perform his/her office, the President, with the approval of the Board of Directors, shall appoint a member to fill the unexpired term. If the vacancy occurs within 120 days of the expiration of the term of office, the President, with the approval of the Board of Directors, may or may not fill the vacancy.
Section 2. POWERS: The Board of Directors shall be the administrative board of the corporation and shall have the power and authority to do and perform all actions and functions not inconsistent with the bylaws. The Board of Directors shall at each regular meeting of the membership make a full and complete report of all its actions since the last meeting of the membership.
Section 3. QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Board of Directors meeting.
Article VIII: Board Duties and Elections
Section 2. ELIGIBILITY: Eligibility shall be limited as defined under Article III and Article VII.
Section 3. TERM OF OFFICE: The Term for all offices of the board shall be for a period of one year, commencing at the Society Annual Meeting.
Section 4. ELECTION:
A. Prior to January 31st but not before January 1st of each year, a nomination form shall be made available to the regular membership for submission of nomination of persons to serve on the OSAE Board of Directors. The return mailing address for nominations shall be determined by the OSAE Board of Directors. Nominations received shall be provided to the nominating committee no later than February 15th of each year.
B. At the regularly scheduled March monthly meeting, the Nominating Committee shall present to the membership, for approval, a report consisting of qualified nominations received of one or more candidates for each office to be filled and accept nominations from the floor.
C. On or before April 15, a ballot shall be provided to all regular voting members at the member’s last known address as reflected in the official records of the Society, providing for a vote on the nominees approved at the March meeting.
D. All ballots received on or before May 1 shall be counted and the results made available at the May monthly meeting of the Society.
E. At least one-tenth of the ballots provided to the membership must have been returned on or before May 1 for the election to be valid. Election shall be determined by a majority vote of actual ballots cast for each office
Section 5. DUTIES:
A. The President shall be the chief elected officer of the Society. The President, upon assuming office, will provide a program of work for the year and the objectives he/she intends to achieve. The President shall preside at all meetings of the Society and the Board of Directors. The President shall perform all other duties ordinarily pertaining to the office of President or delegated to the President by the Board of Directors. In the event of the unwillingness, removal, resignation, vacancy or incapacity of the President, the President Elect should assume the duties and responsibilities of that office without losing his/her status as President Elect and without affecting any future right, obligation or privilege to higher office otherwise allowed for in these By-Laws. If the President or President Elect is not available to preside at a meeting, any member selected by a majority vote of those present may act as presiding officer pro tempore. The President shall be an ex-officio member of all standing committees and task forces of the Society.
B. The President Elect shall be responsible for the Bylaws and Strategic Planning Committees, becoming acquainted with the duties of the President, and other duties of the President, and other duties as assigned by the President. The President Elect shall assume the office of President at the expiration of the term of the incumbent. The President Elect shall serve on the Budget/Finance Committee.
C. The Education Vice President shall be the Board of Directors liaison to the Education Committee of the Society, charged with the educational activities other than the annual conference.
D. The Membership Vice President shall be the Board of Directors liaison to the Membership Committee of the Society, charged with membership recruitment and retention.
E. The Meetings Vice President shall be the Board of Directors liaison to the meetings Committee of the Society, charged with meetings arrangements for (deleted monthly meetings) the annual convention.
F. The Communications Vice President shall be the Board of Directors liaison to the Communications Committee of the Society, charged with the development of all communications of the Society, including newsletters.
G. The Secretary/Treasurer shall be responsible for ensuring the custody, receipt, and disbursement of all funds of the Society, and shall work with the Budget and Finance Committee of the Society, charged with the development and oversight of the budget. The Secretary/Treasurer shall be responsible for providing notices of meetings, the maintaining of minutes, and reporting the financial condition of the Society to the membership at each monthly meeting.
H. The Immediate Past President shall provide assistance to the President, and shall chair the Nominating Committee. The Nominating Committee shall consist of six (6) members: the immediate past president as chair, the preceding past president, the President Elect and three (3) voting members (limit of one (1) member from the Full-Time Chamber of Commerce. and one (1) member from the Affiliate Membership category as defined in Article III, Section 3A). The three voting members are to be nominated and elected at the annual business meeting at which they must be present.
Article IX: Committees
Section 1. COMMITTEES: There shall be ten (10) standing committees of the Society:
A. Budget and Finance
B. Bylaws
C. Communications and Public Relations
D. Education
E. Meetings
F. Membership
G. Nominating
H. Strategic Planning
I. Awards
J. Affiliate
Section 2. CHAIRMEN: The chairman of each committee shall be appointed by the incoming President, with the following two exceptions: Nominating Committee as provided in Article VIII, Section 5 (H) and the Awards Committee which shall consist of the five (5) immediate past presidents, the furthest removed being the chairman.
Section 3. APPOINTMENT: The committee chairman shall appoint committee members of the various committees, with final approval of the selection given by the President.
Section 4. COMMITTEE MAKEUP: The committees of the Society shall consist of not less than three (3) members.
Section 5. SELECTION OF COMMITTEE MEMBERS: All committee chairmen and committee members shall be selected and approved prior to the annual meeting.
Section 6. TASK FORCES: The President may, from time to time, appoint special task forces as deemed necessary.
Article X: Amendments
These Bylaws may be amended at any regular meeting by a two-thirds vote of the regular members in attendance, provided that a complete description of such amendments is mailed to each member at least thirty (30) days in advance of the meeting at which the amendments are to be heard.
Article XI: Staff
EXECUTIVE DIRECTOR: The Society may employ an Executive Director to perform the usual duties of that position and others assigned by the President and the Board of Directors. The Executive Director shall be selected or reaffirmed, and the salary established, by the Board of Directors each year, or for such period of time as determined by the Board of Directors.
Article XII: Finance
Section 1. FISCAL YEAR: The fiscal year of the Society shall begin January 1 and end December 31.
Section 2. BUDGET: With the recommendations of the Treasurer and Budget and Finance Committee, the Board of Directors shall adopt an annual operating budget covering all activities of the Society.
Section 3. REPORTING: The Secretary/Treasurer shall furnish the membership within sixty (60) days following the end of each annual fiscal period a financial report of the year just completed.
Section 4. AUDIT: The Board of Directors shall annually conduct an audit of the Society accounts and submit said report to the Society.
Article XIII: Dissolutions
The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed to the members of the Society. On dissolution of the Society, all funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
Article XIV: Rules
Robert's Rules of Order (revised) shall govern the Society in all cases in which they are applicable and insofar as they are not inconsistent with these bylaws.
Amended July 13, 2005
Amended April 12, 1996 |
