By-Laws

These 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.

Membership in the Corporation shall be available to cities, villages, townships, counties, schools, libraries and other public special districts as represented by the 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.

The 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 general 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 present.

 Section 2. Other Meetings.  In addition to the annual meeting, there shall be such other meetings, conferences, training, etc. of members as the Board of Directors shall  determine.  The time and place of, and the business to be transacted at such meetings, conferences, training, etc. shall be within the discretion of the Board of Directors.

Section 3.  Notice of Meetings.  Written notice of general membership meetings shall be given by mail or email 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.

The 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, conferences, training, etc. 3. sponsorships,  4.  administration fees, i.e. the OAPT Workers Compensation Pool, etc.  The advisability and the amount of the fees to be within the discretion of the 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/her election and until his/her successor is elected, or until his earlier death, resignation or removal.  In an instance when the annual meeting is not held due to cancellation or other reason, the term of all Directors shall be extended one year.  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/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 or emailing 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) Directors.  Meetings may also be held by videoconference, teleconference or other means.  At the discretion of the Board, time sensitive matters may be discussed, and voted upon, by the Directors currently in office, through the telephone and/or electronic mail.

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 or by a majority vote of Directors currently in office by mail or electronic means, i.e. email.

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 thereby.

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 President.

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.  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 the Directors.

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.  All other compensation shall be at the discretion of the Board of Directors.

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.

The 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.

Funds 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.

The 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 Article.

The 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.

These 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 thereto).

These 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.