THE OHIO STATE BEEKEEPERS’ ASSOCIATION, INC.

 PROPOSED REVISED CONSTITUTION­

   May 26, 2011

 ARTICLE I

Name

 The organization shall be known as the Ohio State Beekeepers’ Association, Inc., hereinafter called the OSBA.

 ARTICLE II

Incorporation

 A.    The OSBA shall be an incorporated non-profit organization in accordance with the laws of the State of Ohio.

 B.     The OSBA is not organized and shall not be operated for pecuniary gain or profit.  No part of the property or funds of the OSBA shall inure to the benefit of any director, officer, trustee or member, except that the OSBA shall be authorized and empowered to pay any reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article III hereof. 

 C.     The Board of Directors shall select the registered agent of the corporation who shall maintain the registered office of the corporation. The Registered Agent, duly appointed by the board of directors, shall remain in office until replaced by vote of the board of directors. The registered agent may be an officer or director of OSBA.

 D.    The OSBA may have other offices at such place or places as the Board of Directors may from time to time appoint or the operation of the OSBA may require or make desirable.

 E.     The OSBA shall have a corporate seal in accordance with State law.

ARTICLE III

Purpose

The purpose of the OSBA is:

 A.    To promote and support the practice of beekeeping in the State of Ohio through education and research;

 B.     To educate the public about the value of honey bees and the impact of honey bees on the world through classes, public meetings, and educational appearances;

 C.     To promote the use of products of Ohio beekeepers, including honey, bees, queens, beeswax, other hive products and pollination services;

 D.    To engage in any activity which will promote the common interests and general welfare of Ohio beekeepers and the beekeeping industry;

 E.     To perform any act or function authorized by law and not inconsistent with the above stated purpose.

F.      OSBA shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code and will more fully support our application for tax exempt status under Section 501 (c) (3).

 ARTICLE IV

Membership

A.    Qualification of Membership:  Any person interested in apiculture may become a member of the OSBA by subscribing to the purposes and goals of the OSBA and paying dues as established by the membership voting at a regular meeting.

 B.     Classifications of Membership:  All classifications of membership listed below shall be entitled to all the privileges of the OSBA including the right to hold office and to vote at the OSBA meetings and shall constitute the members of the Corporation.

 1.      Individual Membership:  Any individual meeting the requirements of membership.

 2.      Student Membership:  Student membership shall be available to any active member who is a full time student.

 3.       Senior Membership:  Senior membership shall be available to any active member who has attained the age of 60.

 4.      Family Membership:  Family membership shall entitle all persons in the family living in the same household to the rights and privileges of membership in the OSBA.

 5.      Life Membership:  Any person may become a life member of OSBA by paying the current dues required for life membership.  Life members shall be granted all the rights and privileges of membership for life and will thereafter not be required to pay annual dues.

ARTICLE V

Dues

 A.     Determination of Dues:  A Schedule of Dues for each membership classification shall be set by the membership voting at a regular meeting.  Established dues shall remain in effect until changed by the membership voting at a regular meeting.  The current Schedule of Dues established by vote of the membership shall be included as a part of the By Laws of the OSBA.

 B.     All Individual Members, Student Members, Senior Members, and Family Members shall pay annual dues.  The effective term of dues shall run for one year beginning on January 1 and extending through December 31 of the calendar year in which the dues were paid. the date dues were initially paid.  Annual renewal of dues will be due on the anniversary date of the initial payment of dues.  The membership of any member whose dues are delinquent more than 60 days will lapse.  Lapsed members will not be entitled to the rights and privileges of membership until their dues are paid.

 C.     The dues of all Executive Officers (President, Vice President, Treasurer, Secretary) and the editor of the newsletter shall be remitted by their service while in office.

ARTICLE VI

Officers

 A.    Executive Officers:  The Executive Officers of the OSBA shall be:  President, Vice President, Secretary and Treasurer, and these will constitute the Executive Committee.

 B.     The Executive Officers shall be elected by the membership voting at the Annual Meeting and shall serve terms of two years, commencing January 1st following their election and concluding on December 31, of the second year following their election.  The President and Vice President will be limited to serving two consecutive terms.

ARTICLE VII

Powers and Duties of the Officers

 A.    President:  As the principal executive officer, the President shall administer the affairs of the OSBA.  The President shall fix the time and place of meetings, preside at all the meetings, appoint all standing committees, act as delegate to organizations of which the OSBA may be a member or appoint a representative, and perform such other duties as may be required by the Constitution, By-Laws or by the direction of the Board of Directors or membership.  The President shall appoint the Editor of the Newsletter.

 B.     Vice President:  The Vice President shall perform the duties of the President during the latter’s absence or disability and any other duties as may be required by the Constitution, By-Laws, or by the direction of the Board of Directors or the membership. The Vice President shall serve as chairman of the meeting/convention planning committee.

 C.     Secretary:  The Secretary shall keep an accurate record of all proceedings of the OSBA, the Board of Directors and the Executive Committee.  The Secretary shall give all notices required by law or provided for by the Constitution or By-Laws.  The Secretary shall keep a proper membership record including names, addresses, and status of all members, the dates of their admission and the date and circumstances of their termination, and shall issue and sign all membership cards, and shall keep and distribute minutes of all meetings, collect and remit to the Treasurer all dues, fees, and charges, and perform such related duties as my be required by the Constitution, By-Laws, or by the direction of the Board of Directors or the membership.

 D.    Treasurer:  The Treasurer shall receive and safely keep all monies belonging to the OSBA, based on the Calendar Tax Year, and shall distribute such monies under the direction of and to the satisfaction of the Board of Directors.  The Treasurer shall keep an accurate account and record of the finances of the OSBA, and the Treasurer’s books shall be open for examination, by February 28^th of each Calendar Tax Year, by the Board of Directors or any committee appointed for that purpose.  The Treasurer shall have custody of all leases, contracts, insurance policies and similar documents.  The Treasurer shall render a full account of the financial status of the OSBA at the Annual Meeting and a summary account at the other meetings, and shall perform such other related duties as may be required by the Constitution, By-Laws, or by the direction of the Board of Directors or the membership.  The Treasurer shall be bonded in accordance with Ohio laws and shall have the OSBA books audited annually.  The Treasurer shall post the Financial Statement annually in the OSBA newsletter and on the OSBA Website.

 E.     Immediate Past President:  The Immediate Past President shall perform duties assigned to them by the President.

F.      Registered Agent: The registered agent shall represent the OSBA in all matters related to the corporate status and tax exempt status of the OSBA. The registered agent shall be empowered to act on behalf of the OSBA in all such matters as directed by the board of directors. The registered agent shall be responsible to maintain the corporate status and tax exempt status of the OSBA and to file all necessary forms with the Ohio Secretary of State and the United States Internal revenue Service on a timely basis. The registered agent shall maintain the official file of all documents related to corporate status and tax exempt status and shall be custodian of the corporate seal. The registered agent shall keep the board of directors apprised of all matters related to the corporate status and tax exempt status of the OSBA.

ARTICLE VIII

Directors

 A.     Directors:  There shall be eight (8) directors nine (9) directors elected by the membership voting at an Annual Meeting.  Directors shall serve a term of four (4) three (3) years commencing on January 1st following their election and concluding on December 31st of the fourth third year following their election. Directors shall be elected in four (4) three (3) classes of two (2) Trustees three (3) directors each.  Two (2) Trustees Three (3) directors shall be elected each year.

 B.     There shall be one (1) director elected to represent each of the nine administrative regions.

 C.     Duties: The elected director will work with the beekeepers and local beekeeping associations and clubs in their respective regions to promote and implement the purposes of the OSBA within their regions. The directors shall work to foster cooperation and collaboration between the local beekeeping associations and clubs in their respective regions. The directors shall have such other duties as assigned by the president or the board of directors. The directors shall attend all board of directors meetings with right of voice and vote on any matter brought before the board of directors. The directors shall report regularly to the board of directors on activities within their region.

  ARTICLE IX

Nominations and Elections

 A.    Nominations:

 1.      On or before the first day of August of each year, the President shall appoint a nominating committee consisting of one to three members.  The committee shall nominate at least one candidate for each of the officers to be elected, and shall file the names with the Secretary by October 1^st.  The Secretary shall promptly notify the members of the nomination in writing and/or publication in the newsletter or on the website.

 2.      Nomination for the four (4) executive offices may be made without regard to region. Nomination for director must be made so as to have a director elected from the same region as the outgoing director.

3.      At the Annual Meeting, nominations from the floor shall be made only with the permission of the nominee.

 B.     Election:   At the Annual Meeting each year, the active members present shall elect by secret ballot the officers to be elected.  A majority shall be required for election. 

 C.     Terms of Office:  The officers elected at the Annual Meeting shall take office on January 1st of the calendar year immediately following their election and shall serve terms as follows:

 1.      The Executive Officers shall serve a two year term, their terms expiring on December 31^st of the second year of their term.

 2.      The Directors shall serve four three years terms, their terms expiring on December 31^st of the fourth third year of their terms.

 3.      The President and Vice President will be limited to serving two consecutive terms.

 D.    Vacancies:  A vacancy in any office except that of the President and Vice President shall be filled by majority vote of the Board of Directors.  If the office of President becomes vacant, the Vice President shall become President.  If the office of Vice President becomes vacant, the Secretary shall become the Vice President. No individual may hold more than one position on the board of directors.

ARTICLE X

Regions

 A.    For program and administrative purposes the State of Ohio shall be divided into nine (9) regions as follows:

 1.      The Maumee Valley Region; consisting of Williams, Fulton, Lucas, Defiance, Henry, Paulding, Putman, Hancock, Van Wert, and Allen Counties.

 2.      The Erie Basin Region; consisting of Wood, Ottawa, Sandusky, Erie, Seneca, Huron, Wyandot, Crawford, Richland, and Ashland Counties.

 3.      The Western Reserve Region; consisting of Lorain, Cuyahoga, Lake, Geauga, Ashtabula, Medina, Summit, Portage, and Trumbull Counties.

 4.      The Top of Ohio Region; consisting of Mercer, Auglaize, Hardin, Shelby, Logan, Union, Darke, Miami, Champaign, and Clark Counties.

 5.      The Heart of Ohio Region; consisting of Marion, Morrow, Know, Delaware, Licking, Madison, Franklin, Pickaway, and Fairfield Counties.

 6.      The Crossroads Region; consisting of Wayne, Stark, Mahoning, Columbiana, Holmes, Tuscarawas, Carroll, Coshocton, Harrison, Jefferson, Muskingum, and Guernsey Counties.

 7.      The Miami Valley Region; consisting of Preble, Montgomery, Greene, Fayette, Butler, Warren, Clinton, Hamilton, and Clermont Counties.

 8.      The Ohio Valley Region; consisting of Highland, Ross, Vinton, Pike, Jackson, Gallia, Brown, Adams, Scioto, and Lawrence Counties.

 9.      The Buckeye Hills Region; consisting of Perry, Morgan, Noble, Belmont, Monroe, Hocking, Athens, Washington, and Meigs Counties.

 B.     Regional Coordinators:  The president of the OSBA will appoint a Regional Coordinator for each of the nine regions (see ARTICLE V, A.)  The Regional Coordinators will work with the beekeepers and local beekeeping associations and clubs in their respective regions to promote and implement the purposes of the OSBA within their regions.  The Regional Coordinators shall work to foster cooperation and collaboration between the local clubs and associations in their respective regions and may organize Regional Associations, regional conferences, workshops, training events and other activities consistent with the purposes of the OSBA.  The Regional Coordinators shall have such other duties as assigned by the President or Board of Directors.  The Regional Coordinators will have the right to attend all Board of Directors meetings with voice but not vote and shall report regularly to the Board of Directors concerning their work.

 ARTICLE XI

Directors-At-Large

Regional Representatives to the Board of Directors

            A. There shall be a minimum of four and a maximum of six Directors-at-Large.

All nine regions described in Article X, above, shall be represented on the OSBA Board of Directors. 

 A.  Following the annual elections, for each region not represented on the Board of Directors by an Executive Officer or a Director, there shall be elected one Director-at-Large from that region. The number of Director-at Large elected may exceed the number on unreoresented up to a total of six. the President shall nominate one person to serve as a Regional Representative on the Board of Directors from each of the nine regions.  The nomination(s) will be submitted for confirmation to the Board of Directors at their initial meeting of the year.

D. Directors-at-Large shall be nominated by the newly elected president and confirmed by a vote of the executive officers and directors voting at their initial meeting of the year. To be confirmed the the nominee must, individually, receive a majority affirmative vote. In the event a nominee does not receive a majority vote, the president may nominate another person to fill that position, provided that if the nominee is to represent a particular region, the new nominee will be from the same region.

 B. Confirmation:  To be confirmed the nominee(s) must, individually, receive a majority vote of the officers and trustees.  In the event a nominee does not receive a majority vote, The President shall nominate another person from the same region, subject to a confirmation vote.

 C. Power and Duties of the Directors-at-Large Regional Representative(s):  The Directors-at-Large Regional Representative(s) nominated and confirmed pursuant to Article XI, A. & B. shall have voice and vote as full members of the Board of Directors.  They shall serve a one year term commencing with the date of the first Board of Directors’ meeting in January and concluding on December 31st of the same year. They shall assist the elected director from their respective region in fulfilling the duties of director.

ARTICLE XII

Board of Directors

 A.    There shall be a Board of Directors consisting of the Executive Officers, the Immediate Past President, eight Directors nine (9) Directors, four to six Directors-at-Large and the nine (9) Regional Representatives, and the EAS Director.

 B.     The Board of Directors shall hold at least three meetings a year and at such additional times as may be required to properly conduct OSBA affairs and carry out their duties.

 C.     The Board of Directors shall have all the powers, duties and responsibilities vested in Boards of Trustees Directors of nonprofit corporations by the laws of Ohio.  They shall approve all expenditures of monies, have entire management of the OSBA’s affairs, control of its property and direct all policies, subject only to the limitations set forth in the Constitution.  The Board of Trustees Directors shall adopt and enforce the By-Laws, rules and regulations as they deem necessary for the proper government of the OSBA and for regulating the use of OSBA by the members.  The Board of Directors shall put into effect all policies, programs, directions and instructions adopted at the meetings of the OSBA.  The Board of Trustees Directors shall keep the membership informed of their actions and of the progress of OSBA affairs.

 D.    The Board of Directors shall make no expenditures in excess of $1,500 for any purpose other than the regular maintenance or operation of the OSBA without the proper approval of the members voting in an assembled meeting.

ARTICLE XIII

Meetings

A.    Regular Meetings:  The general membership shall meet at least two times a year for a summer meeting and a fall Annual Meeting at a time and place determined by the President of OSBA. Meetings of the general membership may be called or rescheduled, by the Board of Directors and/or the general membership as needed.

 B.     Annual Meeting:  The Annual Meeting shall be held in the fall at a time and place determined by the President of OSBA.  The Annual Meeting shall be the last meeting of the calendar year.  The agenda of the Annual Meeting shall include but not be limited to election of officers for the coming year, approval of a budget for the coming year, and reception of reports from officers and committees. 

 C.     Board Meetings:  The Board of Directors shall meet at least three times a year.  The first meeting will be in January.  The other Two meetings will be held on dates not less than thirty (30) days prior to the two general membership meetings. Other meetings may be called as deemed necessary by the President to conduct business of the OSBA. The business of the OSBA will be conducted by the Board of Directors in its regular meeting and/or prior to general membership meetings.  The Executive Committee may conduct business between the regular meetings of the Board of Directors. At the discretion of the president, the Board of Directors or the Executive Committee may conduct business by a direct face-to-face meeting, via a telephone conference call, or other method provided a quorum is maintained.

D.    Special Meetings:  Special meetings of the membership may be called by the President or upon written petition of ten (10) members in good standing of the OSBA.  The time and place of any special meeting shall be determined by the President.

 E.     Quorums:  A quorum of the general membership shall consist of three members of the Board of Directors and twenty members.  Quorums of the Board of Directors will consist of six members of the Board of Directors including at least one executive officer.  A quorum of the Executive Committee will consist of three executive officers.

 F.     Order of Business:  The order of business for all meetings shall be based on Robert’s Rules of Order, unless stipulated otherwise by the By-Laws or suspended by a majority vote of the quorum present.

ARTICLE XIV

Committees and Delegates

The President shall appoint committees and delegates as deemed necessary with the concurrence of the Board of Directors.  These committees will include but not be limited to:

A.    Budget Committee

 B.     Auditing Committee

 C.     Meeting/Convention Program Committee

 D.    Membership Committee

 E.     Nominating Committee

 F.      Legislative

G.    Public Relations

ARTICLE XIV XV

Amendments

Proposed amendments to this Constitution must be submitted in writing to the Secretary and must be signed by the proposer.  The proposed amendments shall be sent to each active member together with a meeting notice of the meeting at which the amendment is to be considered.  The proposed amendments will be voted upon at a meeting.  At the meeting, a two-thirds vote of the members present shall be required for the adoption of such amendment which shall be in the exact form as was submitted by the member.

Any adopted amendment will be announced to the general membership in the next published newsletter following the adoption vote.

ARTICLE XVI

Official Publication

 A.    Official OSBA Publication:  The OSBA will have an official newsletter.

 B.     Editor:  The OSBA newsletter editor shall be responsible for composition, publication and circulation of the newsletter.  The editor will restrict content to OSBA related matters and such advertising as may be permitted by the Board of Directors actions and be responsible to the Board of Directors.

 C.     Circulation:  The OSBA newsletter will be published on a schedule and by such means as determined by the Board of Directors in consultation with the editor.

 D.    The OSBA will maintain an official website.

 E.     A webmaster may be hired by and serve at the discretion of the OSBA board of directors.

 F.      The webmaster will restrict website content to OSBA related material and such other material the board of directors may deem appropriate.

ARTICLE XVII

Dissolution

A.    Dissolution of the Ohio State Beekeepers’ Association, Inc. will only occur when moved, seconded, and carried by a two-thirds majority vote of the general membership. 

B.     Should the OSBA be dissolved, then all the Corporation’s assets, less any liens and outstanding debts, will be donated to the Ohio State University Honey Bee Lab at Wooster, Ohio, provided that at that time of dissolution of the OSBA the OSU Honey Bee lab at Wooster, Ohio is an exempt organization under 501 (c) (3) of the United State Internal Revenue Code.

C.     In the event that the OSU Bee Lab in Wooster is no longer in existence upon the dissolution of the OSBA, the board of directors dispose of all assets of the OSBA in a manner in compliance with Article six of the Articles of Incorporation of the OSBA.

This constitution was ratified on November 10^th, 2007.  Ref. Minutes of fall meeting 2007

 This constitution is amended November 1, 2008  Ref. Minutes of fall meeting 2008