Constitution & Bylaws

Constitution

ARTICLE I: Name of the Association
Section 1: The Association shall be called the Ohio Association of County Boards Serving People with Developmental Disabilities. The official acronym shall be OACB.

ARTICLE II: Mission, Vision & Purposes
Section 1: The Mission of the OACB shall be: "To support County Boards of Developmental Disabilities (CBDD) in providing services and supports to individuals with disabilities."

Section 2: The Vision of the OACB shall be: "To promote self-directed and self-determined choices in programs, services and supports for individuals with developmental disabilities."

Section 3: The Purposes of the OACB shall be:

A. To work for the interests of persons with developmental disabilities in the State of Ohio.

B. To work on behalf of and for the interests of CBDD promoting effective and efficient management and administrative practices and services.

C. To standardize, coordinate, simplify, and disseminate basic information to CBDD and to assist in public relations efforts.

D. To maintain, promote, and improve effective administrative capabilities of Board Members and Superintendents in the CBDD system through in-services, technical assistance, conferences, and research studies utilizing the most cost effective means.

E. To monitor legislation at the State and National levels which affects persons with DD and CBDD and to advocate for their interests through efforts of interested citizens, other DD professionals and lobbying.

F. To act as an effective professional resource with the Governor's Office, and all state agencies / departments and associations promoting the interests of CBDD.

G. To develop an information system to assist CBDD in data processing, information flow, and data standardization.

H. To establish and coordinate specialized purchasing for services utilized and requested by our membership.

I. To provide legal research and opinions for members of the OACB.

ARTICLE III: Policy
Section 1: The Operational Policies for OACB staff and the conduct of business shall be determined by the OACB Board of Trustees. Policies adopted in accordance with this section shall be posted on the OACB website.

ARTICLE IV: Authorities for Governance
Section 1: The OACB shall be governed by the Constitution, the Bylaws, Operational and General Policies, and Resolutions of the Delegate Assembly and the Board of Trustees.

ARTICLE V: Membership
Section 1: Membership in the OACB shall be open to all CBDD in Ohio.

Section 2: A CBDD shall become a member of the OACB upon payment of dues as provided for in the Bylaws, which are due at least thirty (30) days prior to the ANNUAL CONVENTION for that calendar year. CBDD paying dues on a quarterly basis shall be considered members in good standing if dues for that calendar year have been paid according to their established payment schedule, even if all payments have not been made prior to the ANNUAL CONVENTION.

Section 3: A CBDD that does not maintain its membership shall not be entitled to OACB services or to participate in OACB activities. Non-member CBDD shall be allowed to participate in conferences and in-services, by paying the designated non-member rate/fee per conference or in-service.

ARTICLE VI: Meetings of the Membership
Section 1: The meetings of the OACB membership shall be called a Delegate Assembly.

Section 2: The Delegate Assembly shall meet at least annually and shall establish the direction of the OACB through resolution and further, shall elect Board of Trustee Members as provided in the Constitution.
Section 3: Each member of the OACB shall be entitled to appoint one of its members, or its superintendent, as its official delegate to the annual Delegate Assembly or other called meetings, with the power to vote as an official delegate. If the member board fails to select a delegate, the board president shall assume those responsibilities.

Section 4: The general policies of the OACB affecting CBDD and persons who are developmentally disabled shall be determined by a majority vote of the members present and authorized to vote at a Delegate Assembly or by referendum sent to the membership. Policies adopted in accordance with this section shall be posted on the OACB website.

Section 5: There shall be at least one (1) Delegate Assembly annually, which shall be held at the Annual Convention of the OACB. The Board of Trustees may call such other meetings at such times and places as the board shall determine. OACB members shall be given sixty(60) days written notice of the annual Delegate Assembly and fifteen (15) days written notice of all other meetings called by the Board of Trustees.

ARTICLE VII: Board of Trustees
Section 1: The Officers of the OACB shall be the President, Vice President, Secretary and Treasurer. The President, Vice President, Secretary and Treasurer shall be nominated and elected in accordance with the Constitution and ByLaws.

Section 2: The election of Officers for the current calendar year shall occur after the Delegate Assembly and prior to January 31st of the next year. The Board President shall appoint a Nominating Committee and Chairperson to serve this purpose. The Officers shall be elected by and from the incoming Board of Trustees. Terms of office for each Officer shall be one year and shall be restricted to four (4) consecutive terms.

Section 3: The Board of Trustees shall consist of thirteen (13) County Board Members and six (6) Superintendents.

Section 4: The Executive Director shall be an ex-officio member of the Board of Trustees, without power to vote.

Section 5: The Board of Trustees shall oversee the business of the OACB between annual meetings. The Board shall have authority over affairs, funds, and property of the OACB. It shall be its duty to carry out the Mission, Vision and Purposes of the OACB according to the Constitution.

Section 6: The Board shall have the authority to employ an Executive Director, approve positions as necessary, fix compensation, prescribe staff duties, approve the annual budget, establish and approve the annual operating plan, and establish policies.

Section 7: Board of Trustees meetings shall be called at the discretion of the President or on written request of five (5) Board of Trustee members. Meetings shall be held at least six (6) times during the year. Meetings of the Board of Trustees shall be open to all members of the OACB. The minutes of the meetings of the Board of Trustees and financial reports of the OACB shall be provided to all members.

Section 8: The Board of Trustees shall adopt an annual budget before each upcoming fiscal year, which shall be provided to all members of the OACB (not Affiliate Members, only CBDD). The fiscal year of the OACB shall be January 1 - December 31.

Section 9: Annually, an audit of the records, receipts, disbursements and balances of the OACB shall be made by a certified public accountant designated by the Board of Trustees. This audit and any accompanying management letter shall be distributed to all of the members (i.e., Boards only).

Section 10: The responsibilities of each member of the Board of Trustees are to meet annually through the Delegate Assembly with the region that they have been elected to represent, to provide regular communication to the region concerning the operation of OACB through the staff, and to ensure that OACB is working within its mission and within financial parameters.

Section 11: Terms of office for all members of the Board of Trustees shall be for two (2) years, effective January 1st and shall end on December 31st of the last year of the term. A Board of Trustees member may be elected for one or more successive terms.

Section 12: Eight County Board Members shall be elected regionally by a majority vote of official delegates present from the respective region. Three (3) County Board Members shall be elected, through a majority vote of delegates from the respective size counties, to represent the Largest-Third, Middle-Third, Smallest-Third size CBDD, based on the most recent Average Daily Membership (ADM) published by the Ohio Department of DD. Two (2) statewide At-Large seats shall be elected by a majority vote of delegates from all counties. Such election shall be held at the Annual Convention and prior to the election of officers. Trustees from the North West, North East, South East, West Central, Middle-Third and one Statewide At-large shall be elected in the even numbered years. Trustees from the North Central, South Central, East Central, South West, Largest-Third, Smallest-Third and one Statewide At-Large shall be elected in the odd numbered years. The terms of office shall begin on January 1 following the election.

Section 13: The Board of Trustees shall fill any Board Member vacancy that may occur between elections by majority vote of the members of the Board of Trustees present and voting.

Section 14: The six Superintendent members to the Board of Trustees shall consist of the president and vice-president of the Ohio Superintendents of County Boards of DD (OSCB) and four Superintendents of CBDD selected by the OSCB Executive Committee from different regions, ensuring representation from each region of the OSCB as well as based on representation for a range of size of counties to the extent possible. To the maximum extent possible, preference should be given to Superintendents who have not served on the Board of Trustees for more than a six-year period of time.

Superintendent representatives shall be members of the OSCB and their respective CBDD shall be members of the OACB. The OSCB Executive Committee shall ratify regional elections in accordance with the provisions of this section.

Section 15: In order to facilitate the objectives of the OACB, committees may be established by the Board of Trustees. The selection and terms of committee members shall be appointed by the Board President, except for the Executive Committee, which is specified in Article VIII, Section 1 of this Constitution. Appointments to Committees will be for the remainder of the calendar year. Committees shall include the Executive Committee and Finance Committee, and others as deemed necessary by the Board of Trustees. The Treasurer shall serve as Chair of the Finance Committee. Members of the Executive Committee, as well as other members appointed by the President, shall represent the OACB in meetings of the OACB/OSCB Joint Leadership Team (JLT). The President of the OACB shall serve as co-chair of the JLT with the President of the OSCB.

Section 16: (A) No person shall serve as a member of the Board of Trustees if that person has a conflict of interest related to any business, contractual, or relational interest of the association or any conflict as outlined within Chapter 102 and 5126 of the OHIO REVISED CODE and for at least one year after the conflict ceases to exist. If a member of the Board of Trustees is identified as having a conflict of interest related to association matters, the member shall resign immediately and be replaced by a corresponding board member or superintendent for that region or at large position elected by a majority vote of the OACB Board of Trustees if a board member, and by the OSCB Executive Committee if a superintendent.

(B) No person shall serve as a member of the Board of Trustees if his/her status as a County Board Member or Superintendent ceases to exist.

(C) The Board of Trustees has authority to remove any member from the trustees for cause as set forth in this section and in accordance with procedures adopted by the Board of Trustees. If the Board of Trustees removes a member under this section, the Board shall elect by majority vote another member of the member board from that region or size grouping of counties. Cause for removal shall include the following:

1. Missing more than four regularly scheduled OACB Board meetings during any calendar year.
2. A conflict of interest as set forth in Article VII, Section 16.
3. Misfeasance, malfeasance or nonfeasance in the matters related to duties as a Trustee of the OACB.
4. Failure to meet eligibility requirements of membership in the Board of Trustees as set forth in this Constitution or Bylaws.
5. Failure to meet requirements and duties of a member of a not-for-profit corporation as set forth in OHIO REVISED CODE Section 1702.

ARTICLE VIII: Officers & Duties
Section 1: The officers of the OACB shall be the President, Vice President, Secretary and Treasurer. Each officer shall be a County Board Member and a member of the Board of Trustees. The Officers and the President of the OSCB shall form an Executive Committee and have authority to handle all matters of the OACB delegated to it by the Board of Trustees.

Section 2: The Board of Trustees shall fill, for the unexpired term, any officer vacancies, which may occur between election by a majority vote of those present and voting.

Section 3: The President shall be the presiding officer at all business meetings and perform such other duties as may be prescribed by action of the Board. The President shall be designated Chairperson of the Delegate Assembly.

Section 4: The Vice President shall assist the President, serve as presiding officer in the absence of the President at all business meetings and perform other such duties as may be prescribed by action of the Board.

Section 5: The Secretary shall assure a complete and correct record of the Board is maintained, adopted by the Board and filed in the Administrative Office. In addition, the Secretary shall perform other such duties as may be prescribed by action of the Board.

Section 6: The Treasurer shall oversee disbursement of all funds as authorized by the Board of Trustees, keep accurate records of receipts and expenditures, and present reports when required. The Treasurer shall prepare at least quarterly financial reports, which are based on review by the Treasurer of evidence of receipts, disbursements, cash on hand, and other assets. The Treasurer shall report to the Board of Trustees any issues of concern and recommendations on improvement of financial management procedures. The Treasurer shall be bonded in such amounts as the Board of Trustees may determine.

ARTICLE IX: Regions
Section 1: There shall be eight (8) regions for Board representation. The eight (8) regions shall relate to the North West, North Central, North East, West Central, East Central, South West, South Central and South East. Each region shall have eleven (11) counties represented.

North West: Defiance, Fulton, Hancock, Henry, Lucas, Paulding, Putnam, VanWert, Williams, Wood and Wyandot.

North Central: Ashland, Crawford, Delaware, Erie, Huron, Marion, Morrow, Ottawa, Richland, Sandusky and Seneca.

North East: Ashtabula, Cuyahoga, Geauga, Lake, Lorain, Mahoning, Medina, Portage, Summit, Trumbull and Wayne.

West Central: Allen, Auglaize, Champaign, Clark, Darke, Hardin, Logan, Mercer, Miami, Shelby and Union.

East Central: Belmont, Carroll, Columbiana, Coshocton, Guernsey, Harrison, Holmes, Jefferson, Knox, Stark and Tuscarawas.

South West: Adams, Brown, Butler, Clermont, Clinton, Greene, Hamilton, Highland, Montgomery, Preble and Warren.

South Central: Fairfield, Fayette, Franklin, Hocking, Licking, Madison, Pickaway, Pike, Ross, Scioto and Vinton.

South East: Athens, Gallia, Jackson, Lawrence, Meigs, Monroe, Morgan, Muskingum, Noble, Perry and Washington.

ARTICLE X: Affiliate Members
Section 1: An individual or organization may become an affiliate member of the OACB in accordance with procedures and conditions set forth in the Bylaws of the OACB and/or resolutions of the OACB Board of Trustees.

Section 2: No affiliate member shall, by reason of affiliate status, have any of the rights of membership set forth in the Constitution or Bylaws of the OACB, including, without limitation, the right to attend any Delegate Assembly, become a Trustee of the OACB, access OACB legal counsel, participate in privileged communications between OACB legal counsel and OACB members, nor act in any capacity on behalf of the OACB.

ARTICLE XI: Amendments of Constitution & Bylaws
Section 1: Any member Board may, by resolution of that Board, propose an amendment to the OACB Constitution or Bylaws by submitting a Resolution to the OACB President or Executive Director at least sixty (60) days prior to the Delegate Assembly.

Section 2: Amendments to proposed resolution may be made by the Delegate Assembly within the original context of the proposed resolution.

Section 3: The Constitution may be amended by a two-thirds vote of the official delegates present at the Delegate Assembly.

Section 4: The proposed amendment shall be submitted in writing to all member boards at least sixty (60) days prior to the Delegate Assembly. The proposed amendment shall contain both the original language of the Constitution, proposed changes, and the rationale for the change.

Section 5: The Bylaws may be amended by a majority vote of the official delegates at the Delegate Assembly. The proposed amendments shall be submitted in writing to all member boards at least sixty (60) days prior to the Delegate Assembly. The proposed amendment shall contain both the original language of the Bylaws, the proposed changes and the rationale for the change. Amendments to the proposed resolutions may be made by the delegate body within the original context of the proposed resolution.

ARTICLE XII: Parliamentary Procedure Authority
Section 1: Roberts Rules of Order, Revised shall be the authority on all questions of procedure not specifically stated in the OACB Constitution and Bylaws.

Bylaws

ARTICLE I: Quorums
Section 1: A quorum of the official delegates at each Delegate Assembly shall consist of a simple majority of the member boards for the transaction of business.

Section 2: A quorum of the members of the Board of Trustees shall consist of a simple majority of its members for the transaction of business.

Section 3: A quorum for a mailed referendum shall consist of a simple majority of all member delegates.

ARTICLE II: Board of Trustee Reimbursement
Section 1: Trustees of the OACB may be reimbursed for necessary expenses in connection with OACB activities as approved by the Board of Trustees.

ARTICLE III: Membership Dues
Section 1: The annual membership dues shall be calculated as follows:

A. All member boards will be divided into eleven categories based on their enrollment in the programs, services and supports of the CBDD counted on an unduplicated basis as reported to the Ohio Department of DD in its most recent report. Categories shall be structured as indicated in Section 2.

B. Each member board within a category will pay the same membership dues base amount. The base for each category is illustrated in Section 2.

C. The base fee amounts identified for membership dues shall remain constant for calendar year 2007 and 2008, as outlined in Section 2.

D. Beginning with calendar year 2009, the Board of Trustees may increase the base fee amount for each category by not more than 3% and shall inform all member boards not later than September 1 of each calendar year of any alteration to the base fee amount for the following calendar year. Any base fee increase of more than 3% must be approved by a majority of the delegates present at a properly called Delegate Assembly.

E. Any increase or decrease in the base fee amount shall be equally applied to member boards in all categories.

Section 2: The following table outlines the eleven categories that represent the base fee structure for OACB membership:

Section 3: A. The Board of Trustees may accept an amount less than the base fee for a member board that is in financial hardship, thereby allowing that board to maintain full privileges of membership. Such request must be submitted in writing to the OACB President by the President of the requesting CBDD and clearly outline the financial hardship

B. Member Boards may choose to pay their membership fees in a single amount, two semi-annual payments or four quarterly payments. OACB shall invoice all member boards for the annual amount; member boards choosing to pay semi-annually or quarterly may request to be invoiced accordingly.

C. The Medicaid Research & Development shall be maintained as a separate line item in the OACB budget.

ARTICLE IV: Regional & At-Large Trustees
Section 1: To be eligible for nomination and election as a regional or at-large trustee, one must fulfill the following criteria:

A. Be a member of a CBDD currently with a term extending through at least the next two calendar years, and/or eligible for reappointment to a successive term.

B. Be nominated by his/her CBDD through a signed letter of endorsement by no less than four Board Members.

C. Be willing to devote the effort and have interest in advancing the OACB through participation on the Board of Trustees.

D. The CBDD must be a current paid member of this OACB at least thirty (30) days prior to the Annual Convention for that calendar year and must continue its membership annually if an elected trustee is to continue to serve on this Board of Trustees. A Board of Trustees member shall be removed from the position of elected regional representative if and when the member's board fails to retain active membership status in the OACB through the payment of annual dues.

Section 2: The Executive Director shall notify all Board Members of member counties of the need for candidates for the position of regional trustee from the eight regions and the positions of at-large trustee. Such notice shall contain the requirements and a candidate biographical information survey. All candidates shall file nomination letters and biographical surveys to the Executive Director no less than thirty (30) days prior to a Delegate Assembly. The Executive Director shall submit all credentials to the OACB Board of Trustees for review and approval.

Thereafter, at least fourteen (14) days prior to the Delegate Assembly, all delegates from the respective regions shall receive a list of all candidates, including regional and at-large candidates, and biographical summaries on all such candidates. Prior to the delegate meeting, all delegates shall elect a trustee from their region and the trustees-at-large through paper ballot. A three-member Elections Committee appointed by the President of the OACB Board of Trustees shall certify the results of the elections to the President prior to the Delegate Assembly.

Section 3: No individual may hold more than one Board seat at any given time. However, an individual may apply for as many as three Board seats in a single election (i.e., Regional seat, at-large by county size seat; and, at-large statewide seat). If an individual is elected to more than one seat, the individual shall fill the seat for the smallest geographic region. The individual's name shall be removed from the ballot for any larger geographic section.

Section 4: In all cases when there is a tie between individuals running for the same Board seat at an election held under Article IV, Section 2, the tie shall be broken by a coin flip conducted by the Parliamentarian.

Section 5: Upon the receipt of a Board of Trustee's member resignation, the Executive Director shall notify all member boards in the region of the vacancy and shall send each board a nomination form for election to the position. All nomination petitions will be required to be sent in within thirty days and shall meet the original eligibility for the term of office as contained in Bylaws Article IV, Section 1.

ARTICLE V: Delegate Assembly
Section 1: CREDENTIALS. All delegates present at the Delegate Assembly, or any other meeting of delegates where OACB business is to be conducted, shall have credentials filed with the Executive Director of the OACB. Nametags that identify the individuals as delegates shall be displayed where easily recognized. Nametags must be worn to permit the delegate to be admitted to the delegate voting area for the meeting. A delegate may represent only one board.

Section 2: RECOGNITION BY BOARD PRESIDENT. A delegate wishing to speak from the floor shall rise and secure recognition by the Board President before speaking. A delegate shall give his or her name in full and the name of the CBDD he or she represents before addressing the assembly.

Section 3: DEBATE ON THE FLOOR. No delegate shall speak longer than five minutes at any one time except by consent of the majority of the delegates present. No delegate shall speak more than once on the same question until all other delegates shall have had an opportunity to speak on the question except by consent of the majority of the delegates present. All members of the OACB Board & staff, upon recognition by the Board President, shall have the privilege of speaking to any issue but not the privilege of voting on issues unless they are also delegates. A delegate to the assembly may request one person from the delegate's county, who is a board member, superintendent, or management employee, to explain to the Delegate Assembly the rationale for a resolution or amendment before the assembly and in accordance with the applicable time for addressing such resolutions or amendments. The Board President of the assembly shall honor the request to explain such resolutions or amendments and shall grant up to five minutes for each such request.

Section 4: MOTION TO TABLE. The Board President may move to table a motion at any time if in the opinion of the Board President, there has not been sufficient discussion to provide the delegates with a clear understanding of the issues to be decided.

Section 5: VOTES ON MOTIONS. A simple majority of delegates present and voting is sufficient to adopt any motion except as stated below. Present and voting shall mean that the delegates cast votes for or against an issue or resolution before the assembly or abstain. All abstentions shall be counted with the prevailing majority on the amendment, issue, or resolution. Motions to adopt any amendment to the Constitution must be approved by two thirds of the delegates present and voting.

Whenever a vote results in a tie between those delegates voting for and against an amendment, issue or resolution, the Board President for the Delegate Assembly shall cast a vote to break the tie.

Section 6: PROPOSED AMENDMENTS AND RESOLUTIONS. Pursuant to the OACB Constitution and Bylaws, proposed amendments, issues and resolutions must be distributed to affiliated member boards not less than sixty (60) days prior to the annual meeting or any other scheduled meeting of the delegates; however, additional proposed amendments, issues and resolutions may be added to the agenda upon two-thirds vote of the delegates present and voting. The agenda shall make provisions for considerations of these matters. All new proposed amendments, issues, and resolutions submitted in advance of the delegate meeting shall be presented in the form of a duly adopted board resolution. Amendments to any amendments, issues or resolutions that are before the assembly as part of the original meeting agenda may be adopted by a simple majority of the delegates in attendance at the Delegate Assembly. The OACB Board President shall be responsible for ensuring that all resolutions are submitted pursuant to this rule.

Official Copy as of January 4, 2010