BylawsArticle I: Name and Location Section 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 State of Oklahoma. Article II: Membership Section 1. CLASSIFICATIONS: Membership in the Society shall consist of the following classes: Professional, Associate, Strategic Partner, Honorary, and Life. All memberships are individual memberships and cannot be shared with others. See Article II Section 6 for Transferability. 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. 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. 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 approved subject to classifications established in Article II. Applications shall be reviewed and approved by the Executive Director or their designee. The Executive Director will report any Membership application not recommended for approval to the Board for a determination. Section 6. MEMBERSHIP TRANSFERABILITY: Membership in the Society is transferable within the dues-paying entity, if the current member leaves the entity or roles are reassigned. Section 7. TERMINATION OF MEMBERSHIP: 7.1 Any member of the Society may be reprimanded or expelled by the Board of Directors for a violation of these Bylaws, and/or Society policies not inconsistent with these Bylaws, after a hearing in which the member being disciplined has an opportunity to present information that member deems pertinent to the case. Members may, be subject to discipline as described above, for any conduct, which in the opinion of the Board of Directors, applied on a nondiscriminatory basis, reflects adversely on the industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the Society or the American Society of Association Executives Standards of Conduct. A two-thirds affirmative vote of the Board of Directors shall be necessary to expel a member. 7.2 Any member who resigns or is expelled shall forfeit any and all rights, privileges, and benefits in the affairs of the Society, including dues already paid. Any member who resigns or is expelled may remain liable for any dues or other charges due and owing at the time of their resignation or expulsion.
Article III: Dues Section 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 have their membership be terminated. 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 Directors Section 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. The Executive Committee of the Society shall be defined as the President, President-Elect, Immediate Past President and the Secretary/Treasurer. Section 2. ELIGIBILITY: Eligibility for the offices of President, President-Elect and Secretary/Treasurer, and Vice Presidents shall be limited to professional members as defined in Article II, Section 2. 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 their 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 their 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 Plan, 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. 7.3 The Communications Vice President shall be charged with the development of all communications of the Society. 7.4 The Education & Meetings Vice President shall be charged with the monthly meetings and the educational activities other than the annual conference. 7.5 The Annual Conference Vice President shall be charged with arrangements for the annual conference. 7.6 The Membership Vice President shall be charged with membership recruitment and retention. 7.7 The Secretary/Treasurer shall have charge of the finances of the Society and shall be chair of the Budget and Finance Committee. The Secretary/Treasurer shall be responsible to make or cause to be made 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 Representatives 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. 8.0 The Board of Directors may conduct Society business, including Board votes, via Board Meetings held in-person or by electronic means. Votes may be conducted via in-person, print or electronic means per Article IV Sections 2, 4, and 5. Article V: Nomination and Elections Section 1. NOMINATING COMMITTEE: 1.1 The Nominating Committee shall consist of six (6) members in good standing: the immediate past president as chair, the past president preceding the immediate past president or the most recent past president willing to serve, the president-elect, two (2) professional members and one (1) strategic partner representative as defined in Article II. The Nominating Committee will be presented to the membership for approval at the annual conference prior to the election cycle. 1.2 The Nominating Committee may not nominate nor recommend any of its members for any office. Section 2. SLATE OF OFFICERS: 2.1 Prior to January 31st but not before January 1st of each year, a nomination form shall be made available to the professional membership for submission of nomination of persons to serve on the OSAE Board of Directors. Nominations received shall be provided to the Nominating Committee no later than February 15th of each year. 2.2 At the regularly scheduled March monthly meeting, the Nominating Committee shall present to the membership a slate of nominees for the offices of President-Elect, Communication Vice President, Education & Meetings Vice President, Annual Conference Vice President, Membership Vice President, and Secretary/Treasurer. The Nominating Committee shall also include a statement that each of the nominees has consented to serve if elected and are members in good standing. 2.3 After the presentation of the slate of nominees to the membership, member nominations for a Society office may be made by petition submitted to the OSAE principal office on or before March 31. The petition shall be signed by at least five (5) members in good standing other than the nominee who shall be a member in good standing and shall be accompanied by the nominee’s written consent to nomination and willingness to serve if elected. In the event a valid petition is received the nominee’s name will be added to the ballot for the vote of the professional members and a notification will be sent to the Nominating Committee. Section 3. ELECTION: 3.1 On or before April 15, a ballot shall be provided to all professional members at the member’s last known address as reflected in the official records of the Society, providing for a vote on the nominees. Said ballot may be provided in printed or electronic format in such a manner to avoid deliberate duplication. 3.2 All ballots received on or before May 1 shall be counted and the results made available at the next monthly meeting or by electronic mail. 3.3 At least one-tenth of the ballots provided to the eligible voting membership, as of April 1, 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. In the event no nominee receives a majority of the ballots, then there shall be a runoff between the two (2) nominees receiving the most votes. Ballots for the runoff elections shall be provided to the members within thirty (30) days of the ballot count. Article VI: Committees Section 1. COMMITTEES: There shall be six (6) standing committees of the Society: A. Audit B. Budget and Finance C. Bylaws D. Nominating E. Awards F. Strategic Partner Section 2. AUDIT COMMITTEE: An Audit Committee shall be appointed by the Board of Directors. It will be comprised of one (1) member of the Board of Directors, one (1) Professional member and (1) Strategic Partner member. The Committee shall conduct an audit or a financial review every three years of the Society accounts and submit said report to the Society. The remaining two (2) years, the Audit Committee will recommend the limits of Board delegated duties. Section 3. AWARDS COMMITTEE: The Awards Committee shall consist of five (5) active past presidents, the furthest removed being the chair. The Awards Committee will review and issue awards as established by the Board of Directors. Section 4. TASK FORCES: The President may, from time to time, appoint special task forces and/or committees as deemed necessary. Article VII: Amendments These Bylaws may be amended at any regular meeting by a two-thirds vote of the professional members in attendance, provided that a complete description of such amendments is provided in printed or electronic format to each member at least thirty (30) days in advance of the meeting at which the amendments are to be heard. Article VIII: 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 compensation established, by the Board of Directors each year, or for such period of time as determined by the Board of Directors. The Board of Directors shall conduct a performance review of the Executive Director annually. Article IX: Budget and Finance Section 1. FISCAL YEAR: The fiscal year of the Society shall begin January 1 and end December 31. Section 2. BUDGET AND FINANCE COMMITTEE: The Budget and Finance Committee shall consist of the President, President-Elect, Immediate Past President, Secretary/Treasurer, and the Executive Director. Section 3 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 prior to January 1 of each year. The budget may be amended by actions of the Board of Directors. Section 4. 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. Article X: Voting for Society Business Voting for Society Business, may occur in-person, print or electronic format unless otherwise stipulated by the Bylaws or by the Board of Directors. Article XI: 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 XII: Rules Robert's Rules of Order shall govern the Society in all cases in which they are applicable and insofar as they are not inconsistent with these bylaws.
Amended July 12, 2022 Amended June 7, 2019 Amended July 15, 2015 Amended July, 2011 Amended July 15, 2009 Amended July 16, 2008 Amended July 13, 2005 Amended April 12, 1996
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