Constitution and Bylaws
- ARTICLE I - Name, Location and Objective
- ARTICLE II - Membership
- ARTICLE III - Budget
- ARTICLE IV - Meeting of Members
- ARTICLE V - Directors
- ARTICLE VI - Executive Committee
- ARTICLE VII - Administration
- ARTICLE VIII - Officers
- ARTICLE IX - Committee on Nominations
- ARTICLE X - Parliamentary Procedure
- ARTICLE XI - Amendments
- ARTICLE XII - Status of Assets and Liabilities
- ARTICLE XIII - Committees
Section 1. The name of the organization shall be the Ohio Aggregates Association - dba as the Ohio Aggregates & Industrial Minerals Association.
Section 2. The principal office of the Associa¬tion, unless otherwise determined by the Board of Directors, shall be in Greater Columbus Ohio.
Section 3. Mission Statement
The Ohio Aggregates & Industrial Minerals Association will:
- Represent all Ohio industrial minerals industries;
- Promote OAIMA's members' interests in the public and private sectors;
- Promote responsible regulatory compli¬ance;
- Provide timely education, training, and communications; and
- Meet the evolving needs of OAIMA's membership.
In general, OAIMA shall perform such acts and services for its members where industry rather than individual action is the more effective method of procedure.
Section 1. Any person, firm or corporation engaged in the production and/or sales of ag¬gregates and industrial minerals in the United States shall be eligible for active membership in the Association, subject to the approval of the Board of Directors.
Section 2. Any person, firm or corporation en¬gaged in the manufacture or sale of equipment, materials or services used by the aggregates and industrial minerals industries, or in the publication of trade, technical or other journals of interest to the aggregates and industrial minerals industries, or members of technical and professional societies and organizations interested in the aggregates and industrial minerals industries, shall be eligible for associ¬ate membership in the Association, subject to the approval of the Board of Directors.
Section 3. The Board of Directors shall have the power to prescribe rules and regulations for the admission of new members, which rules and regulations shall not be in conflict with the provisions of these by-laws. A majority vote of the Board of Directors shall approve or disap¬prove all applications for membership in this Association, either as an "Active member" or as an "Associate member."
Section 1. Dues and the rate of such dues for both active and associate members, as well as the time when payments are required, shall be determined from time to time by the Board of Directors and shall be based on the financial needs of the Association.
Section 2. Annually, the Board of Directors shall adopt a budget covering activities of the Association for the ensuing fiscal year. The fis¬cal year of the Association shall be established by the Board of Directors.
Section 1. There shall be at least one meet¬ing of the members of the Association each calendar year. The Board of Directors shall fix the date and place of such meeting. The call of the meeting, stating the place and date thereof, shall be given by notice mailed to members of the Association at least 30 days prior thereto.
Section 2. Special meetings of the members of the Association shall be called by the President upon written request of a majority of the members of the Board of Directors, provided in all such cases that the request specified the object thereof, shall be given to the Executive Director and mailed to members of the Association at least 20 days prior to the date of such meeting.
Section 3. At any annual meeting or special meeting of the members of the Association, an active member shall be entitled to one vote, in person or by proxy (in person or in writing). Associate members shall have the privilege of the floor, and shall be entitled to enter into discussion of any question at an annual meet¬ing or special meeting, but they shall not have the right to vote.
Section 4. At all duly called meetings of members of the Association, a quorum shall consist of 25 percent of active members there present in person or by proxy who shall have the power by majority vote to act upon all matters properly before the meeting.
Section 1. The Board of Directors shall consist of Seventeen (16) Directors affiliated with ac¬tive members, and two (2) Directors affiliated with associate members on staggered terms. To the extent that it is feasible, Directors shall be geographically distributed and shall be fairly representative of the active members. In no case shall one company or its affiliates have more than one seat on the Board of Directors.
Section 2. Immediately subsequent to the adoption of this Amended Constitution and of these Amended By-Laws, the Board of Direc¬tors shall consist of the following:
(a) Twelve (12) Directors to be elected by the active members for a period of three (3) years, on staggered terms.
(b) Four (4) Directors consisting of the active President, First Vice President, Second Vice President and Immediate Past President of the Association.
(c) Two (2) Directors to be elected by the associate members for a period of two (2) years on staggered terms at the annual meeting.
Any action by the Board of Directors shall be by majority vote.
Failure to obtain a majority vote on any Board action shall mean
that the measure did not pass.
The Directors to be elected by member repre¬sentatives as aforesaid in this Amended Con¬stitution and of these Amended By-Laws.
Section 3. The three (3) Active member Directors shall be installed at annual meet¬ings held in years subsequent to the meeting provided for in Article V, Section 2 above shall be elected for a period of three (3) years.
All such elections shall be conducted by letter ballot to the association office not later than thirty (30) days prior to the annual meeting of the Association.
Section 4. All active member Directors shall be eligible to serve two (2) successive terms but shall not be eligible for re-election until one (1) year has intervened.5
Section 5. The Board of Directors shall have the power to fill all vacancies occurring in the active member Directors, on the Executive Committee, and among the officers, caused by death, inability to act or resignation. Such va¬cancies shall be filled by a vote of the majority of the members of the Board and such election shall be deemed to be only for the balance of the unexpired term. The associate members shall do likewise. Directors appointed to fill a vacancy are eligible for two successive terms in addition to serving out the vacant term.
Section 6. The Board of Directors shall hold not fewer than two meetings each year, the time and place of such meetings to be deter¬mined by the Board. Special meetings of the Board may be called at any time, or shall be called by the President upon the request of 50 percent of the directors, but in either case, upon due notice as hereinafter provided.
Section 7. At any meeting of the Board of Directors, one-third of the Directors must be present in person, or by proxy in person (mail proxies are not allowed), to constitute a quorum for the transaction of business.
Section 8. Due notice, as used in this Article V, means notice by mail dispatched at least ten (10) business days, prior to the meeting. Actual attendance at such meetings, or a waiver of notice executed in writing or sent by fax either before or after such meetings, shall be deemed to satisfy the requirements for due notice.
Section 1. The President, First Vice-President, Second Vice-President and the Immedi¬ate Past-President of the Association shall constitute the members of the Executive Committee.
Section 2. At any meeting of the Executive Committee, Action will be by a super major¬ity when all four (4) members are present and a simple majority when only three (3) members are present, or by phone or e-mail, to constitute a quorum for the transaction of business.
Section 3. The Executive Committee shall meet at the call of the President or upon request to the President of a majority of the members of the Executive Committee.
Section 1. The Executive Committee shall have and exercise the powers of the Board of Directors between the meetings of the Board, subject to any prior limitations established by the Board. All action of the Executive Com¬mittee, which transpires between meetings of the Board of Directors, shall be reported to the next meeting of the Board of Directors.
Section 2. The President shall have the right, whenever in his judgment the circumstances require immediate action, to submit questions involving Association policy by letter ballot to the Directors or to the members of the Ex¬ecutive Committee. The results of such letter ballot shall have the full force and effect of a formal consideration at any regularly called meeting of the Board of Directors.
Section 1. Officers of the Association shall consist of a President, First Vice-President, and a Second Vice-President. They shall be elected by the active members at the annual meeting of the Association and shall hold of¬fice for one year beginning upon adjournment of the annual meeting so electing them and ending upon the adjournment of the annual meeting of the next succeeding year, or until their successors shall have been duly elected. Officers shall have had previous Board expe¬rience. The President, and Vice-President, as of November 1998 when these amended by-laws take effect, are eligible to hold office of President for a two-year term.
Section 2. The President shall preside at all meetings of the Board of Directors, of the Executive Committee and of the members. The President shall appoint, subject to the approval of the Board of Directors, committees of the Association and the President shall be an ex-officio member of all committees, except the Committee on Nominations. The President shall perform such other duties as may be delegated to him by the Board of Directors or by the Executive Committee.
Section 3. The Vice President, in the absence or disability of the President, shall act for the President with the full authority granted in Section 2 hereof.
Section 4. The Treasurer shall be appointed by the Executive Committee and confirmed by the Board of Directors. The Treasurer shall par¬ticipate in the annual budget conference and review the annual audit report. Treasurer shall assume a major role in financial discussions at meetings of the Board of Directors and of the Executive Committee, and shall provide to the Board of Directors, as requested, an accounting of the finances of the Association. The Treasurer shall serve at the pleasure of the Board of Directors.
Section 5. The Board of Directors shall appoint an Executive Director of the Association who shall be the principal executive officer of the Association, and the Board may authorize the appointment of such other staff personnel as are necessary to transact Association busi¬ness. Compensation to be paid to members of the staff shall be determined by the Board of Directors upon the advice and recommenda¬tion of the Executive Committee.
Section 6. In addition to other duties, the Executive Director shall be responsible, with appropriate staff assistance, for recording and preparing the minutes of all meetings of the members, of the Board of Directors, of the Executive Committee and of the duly established committees and sub-committees. The Executive Director will be responsible for signing all checks and shall be bonded at the expense of the Association.
Section 7. Members of the Board of Direc¬tors, members of the Executive Committee, members of duly established committees and sub-committees, and the Association officers provided for in Article VII, Section 1, shall serve without compensation.
Section 1. The Committee on Nominations shall consist of three (3) Directors, appointed by the President, with the advice and consent of the Board of Directors. The members of the Committee shall by majority vote select a chairman.
Section 2. The Committee shall submit to the members of the Association, at least sixty (60) days before the annual meeting of the Association, nominations for the three (3) Directors and three (3) officers to be elected by letter ballot of the members. Said election to be completed not later than thirty (30) days prior to such annual meeting. In making these nominations, the Committee shall observe the guidelines set forth in Article V, Section 1.
Section 3. At least thirty (30) days before the annual meeting of the Association, the nominating committee shall submit to the as¬sociate members the name(s) of the director to be placed in nomination for election by the associate members at the annual meeting. The associate members shall observe the guidelines set forth in Article V, Section 1.
Section 1. Roberts' Rules of Order, Revised, shall be the standard authority for the conduct of all meetings.
Section 1. This Constitution and these By-Laws may be amended at any meeting of the members of the Association by a vote of two-thirds of the members present and voting. Notice of any proposed amendment shall be furnished to the membership in writing at least thirty (30) days before the meeting at which such amendment is to be voted upon.
The disclosed assets and liabilities of the Association as originally constituted shall be and remain the assets and liabilities of the Association as re-constituted by the Adoption of this Amended Constitution and of these Amended By-Laws.
Section 1. Standing and special committees may be established by the Board of Directors, or by the President with the consent of the Board of Directors, at any time with specified authority and responsibilities.
Section 2. The Board of Directors may appoint from time to time, from the active member¬ship, task groups for the purpose of dealing with uncommon Association situations. Such task groups shall report back to the Board of Directors the results of their deliberations with recommendations, if any, for appropriate Board action.