Regulations are adopted pursuant to Section 1702.11 of the
Ohio Revised Code for the Ohio Chapter of the Association
of Public Treasurers of the United States and Canada (hereinafter referred to as
the “Corporation”). A
non-profit corporation organized in accordance with the laws
of the State of Ohio. The Corporation is associated with the Association
of Public Treasurers of the United
States and Canada.
in the Corporation shall be available to cities, villages,
townships, counties and other public special districts as
represented to be treasurer or deputy or assistant treasurer
of a political subdivision of Ohio. Membership
shall not be restricted to those persons holding offices having
the above titles but shall be available to those officers
of a political subdivision charged with the performance or
supervision of one or more of the following principal responsibilities:
collection, receipt, tabulation, custody, deposit,
investment or disbursement of funds of a political subdivision.
Board of Directors, in its discretion, may establish as many
different types of membership as it deems desirable, having
qualifications and characteristics as are set by the Directors.
Membership shall be secured in a manner provided for
by the Board of Directors.
Section 1. Annual Meeting. There shall be not less than one meeting of
the membership per year, which shall
be the annual meeting. The
time and place of the annual meeting of members shall be determined
by the Board of Directors. The Board of Directors may be elected thereat
and such other business transacted as may be desired by those
Section 2. Other Meetings. In addition
to the annual meeting, there shall be such other meetings
or conferences of members as the Board of Directors shall determine. The time and place of, and the business to be
transacted at such meetings or conferences shall be within
the discretion of the Board of Directors.
Section 3. Notice of Meetings. Written notice of all meetings shall be given
by mailing or E Mailing the same
to each member, at least ten (10) days before the meeting.
Section 4. Quorum and Voting. A quorum shall consist of those members present
at any meeting, and action make be taken only upon the affirmative
vote of a majority of the members present.
activities of the Corporation shall be financed by any of
the following, but not limited to, 1) collection of annual
membership fees; 2) registration fees for attendance at meetings
or conferences; 3) sponsorships, 4) administration fees charged
to the OAPT Workers Compensation Pool. The advisability and the amounts will be within
the discretion of the Board of Directors.
BOARD OF DIRECTORS
Section 1. Powers. Except as otherwise
provided in these Regulations, the Articles of Incorporation
of the corporation and the laws of Ohio, all of the corporate
powers and the authority of the Corporation shall be exercised
by the Board of Directors, and all property, assets and business
of the Corporation shall be subject to its direction and control.
Section 2. Membership. The authorized
number of Directors shall be determined and fixed by the Board
of Directors, but at no time shall the authorized number be
less than three (3). Further,
no reduction in the authorized number of Directors shall have
the effect of shortening the term of any incumbent Director.
The Board of Directors shall have the authority to
establish qualifications for being a Director and to fix different
classes of Director.
Section 3. Election; Term. The Directors shall be elected at the annual
meeting of members, or special meeting held in lieu thereof. Each Director shall hold office for a term of
three (3) years following his election and until his/her successor
is elected, or until his earlier death, resignation or removal. In the absence of a resolution of the Board
of Directors authorizing an existing committee to make nominations
or creating a committee for that purpose, nominations for
Directors may be made from the floor by any member.
The Immediate Past President will have the ability
to vote even if his or her term as Director is over.
Section 4. Meetings. Meetings of
the Board of Directors may be held at any time upon call by
the President, or Vice President, of the Board of Directors,
or any two (2) members of the Board of Directors.
Regular meetings of the Board of Directors may be held
at such times and places as may be determined by the Directors.
Written notice of every meeting of the Board of Directors,
stating the time, place, and in the case of special meetings,
the purpose thereof, shall
be sent to each member of the Board of Directors, by mailing
the same to his/her address appearing on the records of the
Corporation at least five (5) days before any such meeting.
At any meeting of the Board of Directors, a quorum
shall consist of not less than fifty percent (50%) of the
Directors then in office. No action may be taken by the Board of Directors
except by the affirmative vote of a majority of the Directors
present at any meeting at which a quorum is present, and in
no event can such a majority be made up of less than two (2)
Section 5. Removal. A Director may be removed from
office with or without cause by a vote of not less than two-thirds
(2/3) of the Directors then in office at a meeting of the
Board of Directors called for that purpose.
Section 6. Vacancies. Whenever a vacancy exists in the
office of the Directors because of death, resignation, removal,
or an increase in the authorized number of Directors, said
vacancy may be filled for the remainder of the unexpired term
by a majority vote of the Directors, at a meeting of the Board
of Directors called for that purpose.
Section 1. Creation. The Board of
Directors may at any time elect from their number an Executive
Committee which shall consist of not less than three (3) Directors,
each of whom shall hold office at the pleasure of the Board
of Directors and may be removed at any time, with or without
cause, by vote thereof.
Section 2. Powers. Except as its powers, duties and
functions may be limited or prescribed by the Directors, during
the intervals between the meetings of the Directors, the Executive
Committee shall possess and may exercise all the powers of
the Directors in the management and control of the business,
property and affairs of this Corporation; provided, however,
that the Executive Committee shall not have the power to (a)
increase or decrease the authorized number of Directors, (b)
establish qualifications for being a Director, (c) fix
different classes of Directors, (d) remove a Director, or
(e) fill vacancies in the office of Director.
All actions of the Executive Committee shall be reported
to the Directors at their meeting next succeeding such action
and shall be subject to revision or alteration by the Directors,
provided that no rights of any third person shall be affected
Section 3 Chairman; Secretary. The Executive
Committee shall elect one of its own members as Chairman who shall preside at all
meetings of the Executive Committee and may also elect a Secretary
(who need not be a member of the Executive Committee) who
shall keep records.
Section 4. Meetings. Meetings may be held upon notice
of the time and place thereof and, until otherwise ordered
by the Executive Committee, shall be held at any time and
place at the call of the chairman, or any two members, of
the Executive Committee. The
presence of a majority of the members of the Executive Committee
then in office shall be necessary for the transaction of any
business at any meeting. At
any meeting the Executive Committee may exercise any or all
of its powers, and any business which shall come before any
regular or special meeting may be transacted thereat, but
in every case the affirmative vote of a majority of all the
members of the Executive Committee who are present shall be
necessary for any action to be taken.
Section 1. Creation. The Board of
Directors may at any time authorize the appointment of such
standing and special committees as it desires.
Members of such standing and special committees shall
be appointed by the President of the Board of Directors.
Section 2. Duties. The duties, responsibilities and
period of existence of such committees shall be determined
by the Board of Directors.
Section 1. Election. The Directors shall elect a President
of the Board of Directors, a Vice President, a Secretary,
and a Treasurer and, in their discretion, such other officers
as the Directors authorize.
Any two offices, other than those of the President
and Vice President, may be held by a single person, and any
officer may also be a Director.
Section 2. Term; Vacancy. The officers
of the Corporation shall hold office for a period of one year
or until their successors
are elected and qualify, except in case of prior resignation,
death or removal.
Section 3. President. The President of the Board shall
preside at all meetings of the Directors.
The President of the Board shall be the chief executive
officer of the Corporation and shall perform all the duties
usually incident to such office, subject to the directions
of the Directors. He
shall have such other powers and duties as may be prescribed
by the Directors.
Section 4. Vice President. The Vice President shall have such powers and
duties as may be prescribed by the Directors or as may be
delegated by the President of the board.
In case of the absence or disability of the President
of the Board or when circumstances prevent the President from
acting, the Vice President shall perform the duties as the
Section 5. Secretary. The Secretary shall attend and keep the minutes of all meetings
of the Board of Directors.
He/she shall keep such books as may be required by
the Directors, shall have charge of the seal of the Corporation
and shall give all notices of meetings of Directors, provided,
however that any persons calling such meetings may, at their
option, themselves give such notice.
He/she shall have such other powers and duties as may
be prescribed by the Directors.
Section 6 Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations
and similar property belonging to the Corporation, and shall
do with the same as shall be ordered by the Directors.
He/she shall keep accurate financial accounts, and
hold the same open for inspection and examination of the Directors.
On the expiration of his/her term of office, he/she
shall turn over to his/her successor, or the Directors, all
property, books, papers and money of the Corporation in his/her
hands. He/she shall
have such other powers and duties as may be prescribed by
Section 7. Compensation of Officers. The Directors
may reimburse officers and Board Members for expenses which
are reasonable and necessary to carry out the exempt purposes
of the Corporation, provided that such reimbursement shall
not be excessive.
Section 8. Security. Any officer or employee, if required
by the Directors, shall give bond in such sum and with such
security as the Directors may require for the faithful performance
of his/her duties.
Corporation shall indemnify any Director or officer or any
former Director or officer of the Corporation against reasonable
expenses, judgments, decrees, fines, penalties or amounts
paid in settlement actually and necessarily incurred by him
in connection with the defense of any pending or threatened
action, suit, or proceedings, criminal or civil to which he
is or may be made a party by reason of being or having been
such Director or officer, provided it is determined in the
manner hereinafter set forth (a) that such Director or officer
was not, and is not adjudicated to have been, negligent or
guilty of misconduct in the performance of his duty to the
corporation, (b) that he/she acted in good faith in what he/she
reasonably believed to be the best interest of the Corporation,
(c) that, in any matter the subject of a criminal action,
suit, or proceeding, he/she had no reasonable cause to believe
that his/her conduct was unlawful, and (d) in case of settlement,
that the amount paid in the settlement was reasonable. Such determination shall be made either (i)
by the Directors of the Corporation acting at a meeting at
which a quorum consisting of Directors who are not parties
to or threatened with any such action, suit, or proceeding
is present, or (ii) in the event of a settlement, by a written
opinion of independent legal counsel selected by the Directors.
to cover expenses with respect to any pending or threatened
action, suit, or proceeding, may be advanced by the Corporation
prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such
amounts unless it shall ultimately be determined that he/she
is entitled to indemnification thereunder.
indemnity hereinabove provided for shall not be deemed to
be exclusive of (a) any other rights to which any person may
be entitled under the Articles, Regulation, any agreement,
any insurance provided by the Corporation, otherwise; or (b)
the power of the Corporation to indemnify any person who is
or was an employee of the Corporation to the same extent and
in the same situations and subject to the same determinations
as are hereinabove set forth with respect to a Director or
officer. The Corporation
may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, or employee against any
liability asserted against him/her or incurred by him/her
in any such capacity or arising out of his/her status as such
whether or not the Corporation would have the power to indemnify
him/her against such liability under the provisions of this
Corporation shall not indemnify any person pursuant to this
provision if (a) such indemnification would cause the corporation
to fail to obtain or retain an exemption from federal income
taxation under sections 501 (c)(6) of the Internal Revenue
Code of 1954, as amended.
PROVISIONS IN ARTICLES
Regulations are at all times subject to the provisions of
the Articles of Incorporation of the Corporation (including
in such term whenever used in these Regulations, amendments
Regulations may be amended, altered, superseded or repealed
by the affirmative vote of a majority of the Directors present
at any meeting of the Board of Directors, provided the notice
of such meeting included a statement that acting on a proposed
amendment to the Regulations was one of the purposes thereof.
Any Regulations or amendments to Regulations made by
the Directors may be amended, altered, superseded, or repealed
in a like manner by the Directors or by affirmative vote of
a majority of the members present at any meeting of the members,
provided the notice of such meeting included a statement that
acting on a proposed amendment to the Regulations was one
of the purposes thereof.