Ohio Deaf Association
Bylaws
Article I: Name
The name of the organization shall be the Ohio Deaf Association, hereafter referred as ODA or the Association.
Article II: Object
The object of ODA is to promote the social, education, civic, and economic welfare for all deaf, hard of hearing, and deafblind within the state of Ohio.
Article III: Members
Section 3.1 Active Members. Any deaf, hard of hearing or deafblind person living in the Ohio for a period of at least six (6) months is entitled to active membership upon the payment of the dues prescribed in the policy and procedures manual. The rights and privileges are outlined in the policy and procedures manual.
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Section 3.2 Associate Members. Any deaf, hard of hearing, deafblind or hearing person who is not living in Ohio and is actively interested in the work of the Association may become an associate member. In addition, a hearing person living in Ohio shall fall under the associate members classification. Associate members shall have all the rights and privileges as active members except for making motions, voting, and holding office.
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Section 3.3 Honorary Members. ODA members, by a majority vote at an annual meeting, may confer honorary membership upon persons who are deemed worthy. Honorary members shall have all rights and privileges of the active members except for making motions, voting, and holding office; they shall not be subjected to the dues of the Association.
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Article IV: Officers
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The officers of ODA shall be a President, a Vice-President, a Secretary, a Treasurer, and three Members-at-Large (MAL). An officer shall be eligible to serve for no more than three (3) consecutive two-year terms. The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by ODA.
Section 4.1. President:
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a. shall be the official spokesperson of ODA.
b. shall preside at all board meetings and membership meetings.
c. shall appoint, subject to the approval of the Board of Directors, the chairperson of each standing committee except the nominating and elections committee, governance committee, and finance committee.
d. may authorize special committees and appoint chairpersons.
e. shall appoint a parliamentarian for membership meetings and if necessary, Board meetings.
Section 4.2. Vice President:
a. shall perform such duties as prescribed by the president or the Board of Directors.
b. shall chair the Governance Committee and appoint members.
Section 4.3 Secretary:
a. shall record the minutes of all meetings of the membership and the Board of Directors.
b. shall maintain accurate records of all proceedings of
c. shall maintain the official membership roster of the Association, the Board, and each Committee.
d. shall distribute to Board members the minutes of all board meetings within 5 business days of the date of the Board meeting.
Section 4.4 Treasurer:
a. shall be responsible for vested funds of ODA and shall be bonded.
b. shall serve as chair of the Finance Committee.
c. shall submit the quarterly reports and annual financial reports to the Board.
d. shall develop and submit an annual budget to the Board.
e. shall act as a primary signer for all checks issued and place monies in a bank.
f. shall have all records audited.
Section 4.5. Members-at-Large
shall perform such duties as prescribed by the president or the Board of Directors.
Article V: Board Meetings
Section 5.1 Regular. The Board shall meet a minimum of four (4) times annually. Notice must be given to Board members at least ten (10) business days prior to any Regular Board Meeting.
Section 5.2 Special. The Board shall meet at the request of the President or at least three (3) Board members with no less than 24 hours of notice. The notice shall state the purpose of the meeting and no business other than what was said shall be conducted. Special Board Meetings shall be limited to the ODA Board only.
Section 5.3 Quorum. A majority of the ODA Board of Directors shall constitute a quorum.
Section 5.4 Observers. With the exception of executive sessions, members of ODA may attend regular board meetings as observers.
Section 5.5 Virtual Board Meetings. Video Conferencing platforms are allowed for any
Board meeting; regular or special. The President and the Secretary are required to be present with the majority of the Board to meet quorum. In the event of the Secretary’s absence, the President shall appoint a Board member to act as the recording secretary
for the meeting.
Article VI: Board of Directors
The Board of Directors of ODA shall be a President, a Vice-President, a Secretary, a Treasurer, and three members-at-large (MAL). All members of the Board of Directors shall be deaf, hard of hearing, or deafblind. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by ODA.
Section 6.1 Qualifications. All members of the board shall have been ODA members for at least one (1) year before the election and have resided in Ohio for at least one (1) year.
Section 6.2 Removal from Office
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a. Any Board member determined by the ODA Board who has failed to perform his/her duties may be removed by a two-thirds (2/3) vote of the Board. The Board member determined to have failed his/her duties shall have the right to an appeal to be heard and decided at a special meeting of the full membership called for that purpose.
b. Any Board member with unexcused absences in three (3) consecutive Board meetings shall automatically be removed from the Board without appeal. The President shall appoint a new Board member to fill the vacancy upon the Board’s approval.
Section 6.3 Resignation
a. Any Board member shall provide written notice of resignation to either the President or the Secretary. The President shall appoint a new Board member to fill the vacancy upon the Board’s approval.
b. In case the entire board resigns all at the same time; a parliamentarian shall be retained to serve as the presiding officer to oversee a special meeting to elect new officers.
Section 6.4 Compensation. Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 6.5 E-Consent. Any action required or committed to be taken by the Board may be taken without a meeting if the majority of the Board consents to such action by way of accessible communication electronically. Such action by written consent shall have the same force and effect as a vote by the Board. Any action shall be ratified at the next Regular Board Meeting.
Section 6.6. Indemnification. The Association shall indemnify its directors and officers to the greatest extent permitted by law. This shall be secured by the attainment of Directors and Officers Insurance. This is to protect directors and officers against liability issues that may arise against the Association. The expense for such shall be included in the Association's Annual Budget.
Article VII: Committees
Section 7.1 Standing Committees. There shall be four standing committees: (1) Audit, (2) Bylaws, (3) Finance, and (4) Legislative.
Section 7.1a Audit Committee
The Audit Committee is a committee, established by the ODA Board, to support the Board in fulfilling its oversight responsibilities for the monitoring of ODA’s accounting; financial reporting; internal control processes and related policies and procedures; the process for identifying and managing risks; and audits of its financial statements.
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i. The Auditing Committee shall consist of three (3) board members appointed by the President with the approval of the Board. One of three board members shall be the chair of this committee. The Treasurer shall not serve on the Audit Committee.
ii. The functions of the Audit Committee are outlined in the organization’s Policy and Procedures Manual.
Section 7.1b Governance Committee
The Governance Committee is a committee established to ensure that the ODA Board as well as individual Board members, has the skills and competencies necessary to perform at the highest level for the following:
i. Implementing and maintaining ODA’s Code of Conduct, Code of Ethics, and Conflict of Interest Policies for Board Members, Committee Members, and employees,
ii. Developing and maintaining ODA’s Policy and Procedures Manual (PPM),
iii. Proposing amendments to ODA’s Bylaws during its membership annual and special meetings.
iv. The functions of the Governance Committee are outlined in the organization’s Policy and Procedures Manual.
Section 7.1c Finance Committee
The Finance Committee, established by the ODA Board, to support in fulfilling its responsibility to oversee ODA’s financial strategy and performance. This involves financial reporting, budgeting, and investments.
i. The Finance Committee of the Board shall consist of three (3) members including the chair, The Treasurer shall serve as the Chair of the committee.
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ii. The functions of the Finance Committee are outlined in the organization’s Policy and Procedures Manual.
Section 7.1d Legislative Committee
The Legislative Committee, established by the ODA Board, to support in fulfilling its responsibility to monitor state legislation and regulatory action concerning deaf, hard of hearing, and deafblind individuals.
The functions of the Legislative Committee are outlined in the organization’s Policy and Procedures Manual.
Section 7.2 Special Committees. Special committees may be created as necessary by the membership, at the annual meeting, the ODA Board of Directors, or the ODA President, with the approval of the board.
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Section 7.3. Compensation. Members of the committees shall not receive any compensation for their services while serving on committees.
Article VIII: Membership Meetings
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ODA shall hold annual membership meetings at such time and place as shall be determined by the Board.
Section 8.1. During odd-numbered years, the annual membership meeting shall be for the purpose of electing officers, receiving reports from officers and committees, and for any other business that may arise.
Section 8.2. During even-numbered years, the annual membership meeting shall be for the purpose of receiving reports from officers and committees, and for any other business that may arise.
Section 8.3. Special Meetings. Special meetings may be called by the President or by a majority of the Board or shall be called upon the written request of at least twenty active
members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least one week's notice shall be given.
Section 8.4. Notice of Meeting. The President shall issue an official call to the annual membership meeting at least two months in advance.
Section 8.5. Voting List. There shall be a complete list of active members, arranged in alphabetical order, at the annual membership meeting, available to any member for inspection.
Section 8.6. Minutes. Before the meeting adjourns, the President shall implement a Minutes Review Committee and appoint three members from the business meeting. The purpose of the committee is to ensure the accuracy of the minutes. The results of the review shall be presented to the Board of Directors for its approval.
Section 8.7. Quorum. Twenty active members shall constitute a quorum at any membership meeting.
Article IX: Code of Conduct
Section 9.1. Professional Excellence. Maintain a professional level of courtesy, respect, and objectivity in all activities. Strive to uphold those practices and assist other Board members in upholding the highest standards of conduct.
Section 9.2. Personal Gain. Use the powers invested for the good of all members of the organization rather than for his or her personal benefit, or any other organization(s) that
they represent.
Section 9.3. Conflict of Interest. A conflict of interest is defined as any situation in which a Board member’s decisions or votes could substantially and directly affect the Board member’s professional, personal, financial or business interests.
Section 9.3a. All persons either elected or appointed to an office (including but not limited to any board or committee members), prior to the acceptance and during the tenure of that position, shall consider each item of business, where they have a vote or decision authority, to determine if a real or perceived conflict exists with the interests of the organization.
Section 9.3b. In the event that a person nominated for or holding an office finds himself or herself in such a position, he or she shall promptly disclose the conflict of interest to the Board and recuse themselves at any board or committee meeting from any deliberations or vote on the matter giving rise to the conflict of interest.
Section 9.4. Collaboration and Cooperation. Respect the diversity of opinions as expressed or acted upon by the Board, committees, and membership. Promote collaboration, cooperation, and partnership among members.
Section 9.5. Confidential Information. Respect the confidentiality of sensitive information. The Board members shall be required to sign the confidentiality agreement. Failure to sign the board confidentiality agreement will result in the termination of board membership.
Section 9.6. Nepotism. There shall not be two or more familial members serving on the board and committees at the same time. This includes one who is the direct descendant of the other or extended family, spouses or partners in a civil union, ex-spouses or partners, and family members by birth, marriage, or adoption.
Article X: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern ODA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order ODA may adopt.
Article XI: Amendment of Bylaws and Articles of Incorporation
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The Bylaws and Articles of Incorporation may be amended by a two-thirds vote of active members attending any annual membership meeting. Proposed amendments offered prior to an annual meeting shall be submitted in writing to the Governance Committee at least 60 days prior to the annual meeting. Proposed change notices shall be mailed or emailed to all members in good standing at least 30 days prior to the annual meeting.