BylawsArticle I: Name and LocationSection 1. NAME: The name of this organization shall be the OKLAHOMA SOCIETY OF ASSOCIATION EXECUTIVES, INC., a nonprofit 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: MembershipSection 1. CLASSIFICATIONS: Membership in the Society shall consist of the following Section 2. Professional (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. Association Management Company (AMC) representatives may join as professional members if the intent is not to sell their AMC services, but to participate as an association executive on behalf of a client. Section 3. NON-VOTING MEMBERSHIP: The following membership classes shall have no vote nor be eligible to hold an elected office in the Society, except as is otherwise provided in these bylaws. 3.1 Strategic Partner Membership shall be available to any person, firm, or corporation who has a primary function of promoting products or services to professional members as defined in Section 2. Strategic Partners shall also be defined as educators, government affairs liaisons, and representatives who have a special interest in association management. Policies governing the participation of Strategic Partners shall be determined by the Board of Directors. Strategic Partners with whom represent more than one property, may hold one membership and represent all of the properties, if there is one centralized sales office. However, where there is a dedicated on-site sales office for each property, individual memberships are required. Convention and Visitors Bureaus are allowed to represent non-member properties when attending an OSAE function or exhibiting at an OSAE function. Association Management Companies (AMCs) whose intent is to sell their AMC services to the professional members will be considered Strategic Partners. 3.2 Associate Membership shall be open to any person no longer practicing in the profession (retired) or those in-transition or students seeking a position in the association profession, so long as they do not qualify for the other member categories. This category of membership will have no voting rights and may not serve on the Board of Directors. 3.3 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. 3.4 Life Membership may be bestowed by the Board of Directors upon those individuals who have been professional members of the Society for a minimum of fifteen (15) years and are presently retired from association management. All past presidents are eligible to become Life Members upon their retirement from 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 membership application. Section 5. ACCEPTANCE OF MEMBERSHIP: Acceptance 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: 7.1 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. 7.2 Any member of the Society may be reprimanded or expelled by the Board of Any member of the Society may be disciplined by the Board of Directors for violations of other duties of membership, after a hearing as described above, provided that the discipline imposed is consistent with the Bylaws and Society policies. A two-thirds affirmative vote of the Board of Directors shall be necessary to expel a member. 7.3 Any member who resigns or is expelled shall forfeit any and all rights, privileges, and benefits 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 III: DuesSection 1. DUES: Dues shall be determined by the Board of Directors. Section 2. PAYMENT: Dues are paid annually. Section 3. NON-PAYMENT OF DUES: A member who fails to pay dues within sixty days from the date due shall be notified by mail. If payment is not made within thirty (30) days of notification, the member shall be dropped from the rolls without further notice or hearing and shall forfeit all rights and privileges of membership. Article IV: Board of DirectorsSection 1. COMPOSITION: The Board of Directors shall consist of ten (10) total members. The following six (6) shall be elected positions of the Society: the President-Elect, Secretary/Treasurer and the four (4) Vice Presidents. The two (2) positions of Immediate Past President and President are automatic. The current President will appoint two (2) Strategic Partner Representatives. Officers of the Society shall be defined as the President, President-Elect and the Secretary/Treasurer. Section 2. ELIGIBILITY: Eligibility for the offices of President, President-Elect and Section 3. TERM OF OFFICE: The term for the Board of Directors shall be for a period of one year, or until their successors are elected or appointed. Section 4. 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. Section 5. QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Board of Directors meeting. Section 6. REMOVAL/VACANCY: 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 7. BOARD DUTIES: 7.1 The President shall be the chief elected officer of the Society. 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 shall 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 Bylaws. The President or President-Elect shall preside at all Board meetings, The President shall be an ex-officio member of all standing committees and task forces of the Society. 7.2 The President-Elect shall be responsible for the Bylaws and Strategic Planning Committees, become acquainted with the duties of the President, and perform 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 and Finance Committee. 7.3 The Communications Vice President shall be charged with the development of all communications of the Society, including newsletters and Web site. 7.4 The Education & Meetings Vice President shall be the Board of Directors liaison to the Education Committee of the Society, charged with the monthly meetings and the educational activities other than the annual conference. 7.5 The Annual Conference Vice President shall serve as the professional member chair and be the Board of Directors liaison to the Annual Conference Committee of the Society. The Annual Conference Vice President shall be charged with arrangements for the annual conference. 7.6 The Membership Vice President shall be the Board of Directors liaison to the Membership Committee of the Society, charged with membership recruitment and retention. 7.7 The Secretary/Treasurer shall have charge of the finances of the Society and shall be chairman of the Budget and Finance Committee. The Secretary/Treasurer shall be responsible for making a permanent record of the proceedings of all member and Board of Director meetings and shall perform all other duties ordinarily pertaining to the office of Secretary/Treasurer. 7.8 The Immediate Past President shall provide assistance to the President, and shall chair the Nominating Committee. 7.9 The Strategic Partner Representative shall be the Board of Directors liaison to the Strategic Partner Membership, charged with recommending new partner initiatives and promoting sponsorships. They shall perform other duties as assigned by the President.
|