The Ohio Lobbying Association
Code of Regulations & Bylaws

As approved by the Membership on 02/25/2014

Article I – Corporate Name

The name of the non-profit corporation shall be the Ohio Lobbying Association (Association). The principal office of the corporation is located in the City of Columbus, Franklin County, Ohio.

Article II – Purposes

The purposes of the Association shall be to:

• provide a vehicle for the discussion of public policy and professional issues, and for the dissemination of information regarding lobbying activities in the State of Ohio;
• monitor legislation and administrative activities at all levels of government, and offer recommendations on public policy issues that are germane to the interests of the Association and lobbying activities in the State of Ohio;
• establish and carry out an effective communication and public education program designed to promote the public interest and the interests of the Association;
• develop and implement a program of professional education and to promote professionalism among the members of the Association in pursuit of their lobbying activities;
• maintain a standard of excellence among members of the Association and of work performed by the members of the Association; and
• do whatever is deemed necessary, useful or advisable to inform members of the Association on all aspects of lobbying activities and to otherwise effectuate the purposes of the Association, including the exercise of all other authority enjoyed by corporations generally by virtue of the provisions of the Ohio non-profit corporation law.
• Article III – Membership

Section 1. Lobbyist Defined. The term lobbyist as used in the Code of Regulations shall mean any person engaged for compensation to attempt to influence or affect administrative and legislative decisions of the state or federal governments, or a person who is employed to provide direct support for such activities. A lobbyist does not include an elected official, appointed official or an employee of a federal or state agency, or political subdivision who attempts to influence or affect administrative and legislative decisions of state government in his/her fiduciary capacity as a representative of his/her agency or political subdivision.

Section 2. Member Defined. The term member as used in this Code of Regulations shall mean any lobbyist who: has been approved for membership according to Article III, possesses a level of education and experience acceptable to and approved by a two-thirds vote of the Board of Trustees, has paid all dues and special assessments required by Article IV, and is considered in good standing according to any Standard of Conduct established by the Ethics Committee and approved by the Board of Trustees.

Section 3. Membership Criteria. All lobbyists as defined in Article III Section 1 shall be eligible to become members of the Association with voting privileges.

Section 4. Suspension of/Expulsion from Membership. Any member who is convicted of a violation of Ohio Revised Code Sections 101.71 or 121.61 is automatically suspended from membership in the Association. A member’s conviction for a first-degree misdemeanor shall result in a two-year suspension. A member’s conviction for a fourth-degree or lesser misdemeanor shall result in a one-year suspension. Members convicted of any of the crimes enumerated in Ohio Revised Code Sections 101.721 or 121.621 shall be expelled from the Association. Members convicted of any other crimes involving moral turpitude may be subject to discipline at the discretion of the Board.

Section 5. Application Form. All applicants for membership shall complete an application form provided by the Association and submit the application to the principal office in Columbus. Applicants for membership must be sponsored by two members in good standing.

Section 6. Not Transferable. Membership in the Association shall be limited to individuals and is not transferable, except in specific cases where the Board by a majority vote provides for the transfer of a membership.

Section 7. Membership Authority. Except as otherwise specifically provided in the Articles of Incorporation, members shall participate in nominating, electing and removing members of the Board of Trustees of the Association; shall approve amendments to the Articles of Incorporation and this Code of Regulations of the Association; develop, as the members deem appropriate, the policies and guidelines for mutual and consistent guidance in the operation of the Association; and exercise such other powers as are necessary, appropriate, and consistent with the laws of the State of Ohio with the Articles of Incorporation and this Code of Regulations.

Section 8. Membership Roster. The Association shall keep a membership roster containing the name and address of each member and their status of membership.

Article IV – Dues

All membership dues shall be established by the Board of Trustees and shall be payable annually on a date set by the Board of Trustees except that the dues for individuals joining the Association after that date shall be assessed pro-rata as determined by the Board. By a majority vote of its members, the Board of Trustees may, at any time, levy a special assessment equally applied to all members for a specific purpose.

Article V – Meetings

Section 1. Annual Meeting. The Annual Meeting of the members of the Association shall be held at least once each calendar year at a time and place designated by the Board of Trustees. The date of the meeting shall be set and announced as provided in Section 3 of this Article.

Section 2. Special Meeting. A majority of active members, the President of the Association or any two officers of the Association may call a special meeting of the members. Upon delivery of a written request stating the time and purpose of the meeting, the Secretary/Treasurer of the Association shall cause notice to be given to the members as provided below.

Section 3. Notice of Meetings. Not less than thirty days nor more than sixty days before the date fixed for an annual meeting or a special meeting, written notice shall be given stating the date, time, place, and, in the case of a special meeting, the purposes of such meeting. Such notice shall be given to members entitled to notice of the meeting at their respective addresses as they appear on the records of the Association by personal delivery, mail, telegram, e-mail or other written media.

Section 4. Quorum. Except where the Articles of Incorporation or the laws of the State of Ohio provide otherwise, the voting members present in person, by use of authorized communications equipment, by mail, or by proxy as provided in this section, shall constitute a quorum. The procedure for voting on business considered at the annual or special meetings shall be as follows. Each member shall be entitled to exercise one vote upon any matter properly submitted to the members for their vote. Any member may be considered present and represented at any meeting of the members or vote at such meeting by right of proxy appointed in writing and exercised at the discretion of the Board of Trustees. At any meeting where a quorum is present, all matters that come to a vote of the members shall be determined by a simple majority of votes cast.

Section 5. Action Without a Meeting. Any action that may be authorized or taken at a meeting of the members may be authorized or taken without a meeting with the affirmative vote and written approval by mail or by the use of communications equipment authorized by the Board of all of the members who would be entitled to notice of the meeting for such purpose. Such approval shall be filed or entered on the records of the Association.

Article VI – Government

Section 1. Board of Trustees. The government of the Association shall be vested in the Board of Trustees consisting of eight members. The Board of Trustees shall consist of the following positions and terms:

• President – one-year term
• President-elect – one-year term
• Vice President – one-year term
• Secretary/Treasurer – one-year term
• At-Large member – one-year term
• At-Large member – one-year term
• At-Large member – one-year term
• Immediate Past President – one-year term

Section 2. Quorum. A quorum of the Board of Trustees shall consist of a majority of its members.

Section 3. Officers. The officers of the Association shall consist of the President, the President-Elect, the Vice-President, the Secretary-Treasurer, and the Immediate Past President.

A) President. The President shall be the Chief Executive Officer of the Association. Subject to the direction of the Board of Trustees, the President shall be responsible for carrying out the directions and policies of the Board of Trustees and general management and administration of the daily operations and affairs of the Association and shall perform any other duties or functions that may be necessary in the best interest of the efficient operation of the Association, including hiring the necessary staff as authorized by the Board of Trustees. The President shall serve as an ex-officio voting member of all committees of the Association.

B) President-Elect. In the event of the absence or disability of the President, the President-Elect shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restriction upon, the President. Except where by law the signature of the President is required, the President-Elect shall possess the same powers as the President to sign all certificates, contracts, obligations, and other instruments of the Association. The President-Elect shall perform such other duties and may exercise such other powers as from time to time may be assigned to him by this Code of Regulations or by the Board of Trustees or by the President.

C) Vice President. In the event of the absence or disability of the President and President-Elect, the Vice President shall assume all the powers and responsibilities in Section 3 (B) of this Code of Regulations.

D) Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Trustees. The Secretary/Treasurer shall keep the books as required by the Board of Trustees, shall give notices of the meetings to the members and the Board of Trustees as required by law and this Code of Regulations. The Secretary/Treasurer shall receive and have charge of all money, bills, notes, bonds, stocks in other corporations, interests in partnerships, and similar property belonging to the Association, and shall do with the same as may be ordered by the Board of Trustees. The Secretary/Treasurer shall cause to be kept under his/her supervision accurate financial accounts and hold the same open for inspection and examination by the Board of Trustees or an independent accountant as directed by the Board of Trustees. The Secretary/Treasurer shall be Chair of the Budget Committee. As Chair of the Budget Committee, the Secretary/Treasurer shall submit to the Board of Trustees an Annual Budget for the Association’s activities on or before December 15th of each calendar year. The Secretary/Treasurer shall have the authority and shall perform such other duties as may be determined by the Board of Trustees.

E) Past President. The Past President shall be a member of the Board of Trustees and Chairman of the Nominating Committee.

F) At-Large Member. The Board of Trustees shall include three At-Large members, elected annually to a one-year term. At-Large members shall be voting members of the Board of Trustees, but shall not automatically succeed any Officers of the Board of Trustees.

Section 4. Checks. All checks issued on the fund of the Association shall carry the signature of the President or the Secretary/Treasurer or such other persons so designated by the Board of Trustees.

Article VII – Elections

Section 1. Nominating Committee. The Nominating Committee shall consist of all living Past Presidents of the Association, who remain members of the Association. The Nominating Committee shall submit to the full membership a slate of candidates to fill the vacancies on the Board of Trustees. The slate of candidates shall include the automatic nomination of the President-Elect as President; the automatic nomination of the Vice-President as President-Elect; the automatic nomination of the Secretary-Treasurer as Vice-President; and the automatic nomination of the President as Immediate Past President. Additional nominations for each office, except the office of Immediate Past-President, may be offered from the floor at the Annual Meeting.

Section 2. Election of Board of Trustees. Election of the Board of Trustees shall be held at the Annual Meeting of the Association. Nominees receiving a majority of votes cast, as provided in Article V, Section 4, shall be deemed elected.

Section 3. Vacancies. In the event of a vacancy on the Board of Trustees, the remaining Trustees shall fill the vacancy by nominating and electing by a majority vote a replacement for the vacant position. A sitting member of the Board nominated to fill a vacancy is not eligible to take part in the vote.

Article VIII – Fiscal and Elective Year

The fiscal and elective year of the Association begins on January 1 and ends December 31.

Article IX – Committees

Section 1. Appointment of Committees. The Board of Trustees may from time to time appoint any number of members to act as a committee and may delegate to such committees powers to be exercised under the control and direction of the Board of Trustees. Each such committee and each member thereof shall serve at the pleasure of the Board of Trustees.

Section 2. Committee Action. Unless otherwise provided by the Board of Trustees, a majority of the members of any committee appointed by the Board of Trustees pursuant to this Section shall constitute a quorum at any meeting thereof and the action of the majority of the members present at a meeting at which a quorum is present shall be the action of the committee. A committee may take action without a meeting by a writing signed by all the members or by use of authorized communications equipment. A committee shall prescribe its own rules for calling and holding meetings and its methods of procedure, subject to any rules prescribed by the Board of Trustees and shall keep a written record of all actions it takes. Any committee action that would establish a policy or precedent for the Association is subject to approval by the Board of Trustees.

Section 3. Meetings Held Through Communications Devices. Meetings of the Board of Trustees or any committee of the Board of Trustees may be held through communications equipment if all persons participating can hear each other. Such participation shall constitute presence at such a meeting.

Article X – Amendments

The Articles of Incorporation or this Code of Regulations and Bylaws may be repealed or amended by a two-thirds vote of all members of the Association present at any meeting of the Association duly called and regularly held, providing thirty days notice of such proposed change has been sent in writing to the members.

Article XI – Indemnification

Rights of Indemnification. The Association shall indemnify any trustee or officer of the Association to the fullest extent possible or permissible under Section 1702.12 of the Ohio Revised Code; and the Association is hereby specifically authorized to take any further action to effectuate any indemnification of any person that any Ohio corporation may have the power to take by any vote of the disinterested trustees, by any agreement or otherwise. This Section of the Code of Regulations of the Association shall be interpreted in all respects to expand such powers to indemnify to the maximum extent permissible to any Ohio corporation with regard to the particular facts of each case, and not in any way to limit any statutory or other power to indemnify or the right of any individual to indemnification.