ByLaws of the

Ohio Mediation Association, Inc., as adopted 2020

I. Membership          

            A. General Requirements

Membership in the Association shall be voluntary and unrestricted with regard to race, religion, sex, color, or national origin and is to be composed of any natural person or organization who desires to participate in the functions of or to support the mission of the Ohio Mediation Association.  Application for membership shall be submitted to the Executive Board.

            B. Membership Categories

The membership of the Ohio Mediation Association shall consist of the following membership categories:

                        1.         Individual Membership

            “Individual Membership” shall be available to all natural persons.  Individual members shall have full voting rights.

                        2.         Institutional Membership

            “Institutional Membership” shall be available to any institution or organization that subscribes to the purpose of the Ohio Mediation Association.  Staff of Institutional Members may participate in all activities of the Association, and shall be accorded one vote in the Association affairs, shall receive one discounted registration to the annual meeting of the Association, and receive general mailings of the Association.

            C. Members’ Proxy Voting

A Member may vote either in person or by proxy executed in writing by the Member or his duly recognized attorney-in-fact.  No proxy shall be recognized as valid except for the proxy given for that specific meeting.  Voting by fax machine or by email shall be accepted if designated by the Board.

D. Termination of Membership or Alteration of Membership

            Membership may be withdrawn voluntarily by any member at any time.  The Executive Board, by an affirmative vote of three-fourths of the members of the Board present at any duly called and held Executive Board meeting, may suspend, expel, or alter the status of a member of the Association for cause after reasonable notice and the opportunity for an appropriate hearing.  Upon written request signed by the member and filed with the Secretary, the Executive Board may, by an affirmative vote of three-fourths of the Board Members present at any duly called and held Executive Board meeting, reinstate such member to the membership requested upon such terms as Executive Board may deem appropriate.

            E. Members’ Dues

            The annual dues payable to the Association by Members of each category shall be in such amount(s) as may be determined from time to time by resolution of the Executive Board.  The first annual dues shall be payable and submitted in full with the application for membership.  Future annual dues shall be payable in advance of the first day of each calendar year.

II. Meetings

            A. Annual Meetings

            The date of the annual meeting for the transaction of general business of this Association and the annual conference shall be determined each year by the Executive Board.

            B. Regular Meetings

            Regular meetings of this Association shall be held as determined by the Executive Board.

            C. Special Meetings

            Special meetings of this Association may be called at any time by the President.  A special meeting must be called by the President, upon written request of not less than ten (10) members of this Association.  Notice of the time, place, and purpose of any special meeting shall be given to each member not less than twenty-four (24) hours prior to the date of the special meeting.

D. Quorum

            Ten percent (10%) but not less than ten (10) of the voting members of this Association shall constitute a quorum at all meetings.  Action by the members, other than the election of officers or the amendment of the Constitution or By-Laws, shall be by the affirmative of a majority of the members present and voting at a meeting, except as otherwise provided by the By-Laws.

E. Order of Business at Meetings

            The order of business at all meetings of this Association at which business is conducted, and during which any procedural disputes need to be resolved, shall be conducted first in an open discussion format, reverting to the most recent edition of Robert’s Rules of Order only when necessary.

III. Executive Board

            A. Powers

            The affairs of this Association shall be managed by an Executive Board with all the powers and authority necessary to or appropriate for the complete execution of the purposes of this Association, except as otherwise limited by the Constitution or By-Laws.  The Board shall have full power and authority to enforce the By-Laws to make, modify, amend and enforce rules and regulation the Board determines are necessary and proper to conduct the affairs of this Association, provided that such rules and regulations do not conflict with the Constitution or By-Laws of this Association.

            B. Executive Board Membership and Terms

The Board shall consist of:

a. The elected officers of this Association

b. The Immediate Past-President for two years immediately following the end of her/his term as President

c. Other such members, as appointed by the Executive Board, not to exceed five.  Appointed Board Members are non-voting members of the Board.

C. Executive Board Terms

            a. The terms of office of Elected Officers shall commence upon election by the membership and they shall serve for a period of two (2) years or until the election of their successors.

     1. The President and Vice-President shall be elected in even numbered years commencing on May 1^st and ending on April 30^th.  These Officers shall serve for no more than three consecutive terms.

     2. The Treasurer and Secretary shall be elected in odd numbered years commencing on May 1^st and ending on April 30^th.  These Officers shall serve for no more than four consecutive terms.

            b. Appointed Board members shall serve for a period of one year.  The term of an Appointed Board Member may, at the discretion of the Board, be renewed on an annual basis.

            D. Executive Board Meetings

            The Executive Board shall meet as often as necessary to further the goals and business of this Association.  Minutes of Executive Board meetings shall be maintained by the Secretary and shall be available to the membership of this Association upon request.

            E. Notice

            Notice of any regular meeting of the Board shall be given to Board Members not less than seventy-two (72) hours prior to the meeting, except that the President may call special meetings as he or she deems necessary in which event the Board Members shall be given not less than twenty-four (24) hours notice prior to the meeting.

            F. Conducting Business

            At the discretion of the President, business may be conducted via email, fax, telephone and/or US Postal service.

            G. Quorum

            Fifty percent (50%) of the members of the Board shall constitute a quorum for the transaction of business at any meeting.  If less than a quorum is present at a meeting, a majority of the Board Members present may adjourn the meeting without further notice.  The acts of a majority of the Board shall be the acts of the Board.

H. Debts

            The Board may not incur any debt or liability exceeding the net assets of this Association, absent the approval of the Membership.

IV. Officers

            The elected Officers of this Association shall be a President, an Immediate Past-President, a Vice-President, a Secretary, a Treasurer.  In addition to the powers and duties specified below, the Officers shall have such powers to perform their duties as the Executive Board may prescribe by resolution.  Officers shall maintain a membership within Ohio Mediation Association (OMA).

            A. President

            The President shall preside at all meetings of this Association and, as a voting member in accordance with the most current version of Robert’s Rules of Order and in accordance with these By-Laws at all meetings of the Executive Board.  The President shall submit an annual report at the annual meeting of members and perform all other duties as incident to the office.

            B. Immediate Past-President

            The Immediate Past-President shall assist the President in the execution of all duties.

            C. Vice-President

            It shall be the responsibility of the Vice-President to coordinate all ad hoc committees.  The Vice-President shall be responsible for programming the         bi-monthly meetings and the annual meeting of the Association, and for such other programming as designated by the Executive Board.  The Vice-President shall submit an annual report at the annual meeting of members, and shall perform all duties usually incident to that office.  In the event of the inability of the President to perform the duties of that office, the Vice-President shall assume those duties.

            D. Secretary

            The Secretary shall maintain the records of this Association and shall maintain the membership roster.  The Secretary shall record and maintain the minutes of this Association.  The Secretary shall act as Secretary of the Executive Board, and shall maintain the records thereof.  The Secretary shall submit an annual report at the annual meeting of members, and shall perform all duties usually incident to that office.

            E. Treasurer

            The Treasurer shall maintain the financial records of this Association, shall make disbursements of Association funds according to the direction of the Executive Board, and shall be charged with the collection of dues.  The Treasurer shall submit an annual report at the annual meeting of the membership and shall make interim reports not less than quarterly.  All Association checks shall bear the signature of the Treasurer or one of the other officers Checks of $500.00 or more shall require signature of two officers.  The Treasurer is responsible for maintaining a signature card with the signatures of the President, Secretary and Treasurer.

            F. Elections

            Officers shall be elected by the voting membership of this Association.

            G. Vacancies

            Vacancies in office other than the office of the President shall be filled by the Executive Board at its next regular meeting for the balance of the un-expired term.  In the event of the President’s inability to complete his or her term, the Vice-President shall immediately become the President for the balance of the un-expired term.

V. Committees

            The standing committees of this Association shall be:

            A. Membership Committee:

            This committee shall seek to foster and promote the growth of membership of this Association.  This committee shall assist the Secretary upon request.

            B. Credentialing Committee:

            This committee shall propose and, with majority vote of voting members, maintain and promulgate the specific requirements and the process for becoming credentialed under the Ohio Mediation Association.

            C. Additional Standing Committees:

            May be established by the Executive Board, as are necessary and proper to carry on the business and promote the interests of this Association.

            D. Membership on Standing Committees:

            Shall be open to all members of this Association.  Committee chairpersons shall be elected by a majority vote of the committee, and shall be approved by the Board.

            E. Ad Hoc Committees:

            Shall be established by the Executive Board, as are necessary and proper to carry on the business and promote the interests of this Association.

VI. Advisory Board:

            The Executive Board may appoint an Advisory Board.

VII. Amendments to By-Laws

These By-Laws may be amended by a vote of the majority of the members voting on any proposed amendment. 

VIII. Fiscal Year

            The fiscal year of this Association shall be the same as the regular calendar year, January 1^st to December 31^st.