Constitution and By-Laws
Central Ohio Beekeepers Association Constitution
Name: The name of this association shall be Central Ohio Beekeepers Association, commonly known as COBA. COBA is incorporated as a non-profit organization in accordance with the laws of the state of Ohio
Purpose: The objectives and purpose of this association shall be to promote the further interest and well being of apiculture and to educate beekeepers and the public in the importance of honeybees, honey, other by-products and pollination in our country. To perform any act or function authorized by law and not inconsistent with the above statement
Membership Requirements: Any person interested in apiculture and wishing to further the activities of this association may become a member upon payment of the annual dues determined and set forth in the by-laws. Membership shall be available without discrimination because of race, color, national origin, religion, sex age or handicap.VOTING: Each type of membership as described in the by-laws shall have one vote.
Meetings: The general membership of COBA shall hold regular meetings throughout the year to accomplish the purpose and goal of this association and shall include one annual meeting for the purpose of electing officers.The COBA Board of Directors shall hold meetings throughout the year to accomplish the purpose and goals of this association.Order of Business: All meetings shall be conducted using “Roberts Rules of Order”, unless stipulated otherwise by the
Officers: The officers of this association shall be a President, Vice President, Secretary, Treasurer, Immediate Past President who shall serve for two years or until their successors are elected and qualified. The committee chairs shall be appointed by the President with the with the approval of the majority of the Board of Directors and shall serve at the pleasure of the BoardThe trustees shall be elected at the annual meeting and serve a term as set forth in the By-laws.The committee chairs shall be appointed by the Board of Directors
Dissolution of Association: A two thirds vote of the membership shall be required to dissolve the Association. Upon dissolution of the Association, any assets remaining after payment of all debts and liabilities shall be paid over to a charitable or non-profit organization exempt under provisions of Section 501 (c) 3 of the U.S. Internal Revenue Code that have purposes consistent with COBA purposes. No part of the remaining assets of the Association will be paid or distributed to an officer, director, or any member of the Association.
Finances: This Association shall use a cash basis for accounting purposes.Dues: Dues will be paid annually as set forth in the By-lawsRight to Act: No officer or member has the right to incur any debt or become involved in any business under the title or by implying the title of this Association in any way unless given full authority to do so by the Board of Directors
Article VIII – Committees
The Permanent Committees of this Association shall be as follows: Finance, Nominating, Membership, Newsletter, Program, Helping Hands, Website, Education and Bee School, Auditing, Bee Yard, and Scholarship. The President with the approval of a majority of the Board of Directors shall appoint the chairperson of each committee with the exception of the Finance committee. The Finance Committee shall be chaired by the Treasurer.
Ad Hoc Committees: The President, with the advice and consent of the Board of Directors, may appoint such additional, temporary or subcommittees, as may from time to time become necessary or advisable for the administration of the Association business and attainment of its purposes. Such committees shall be appointed and shall serve for the period stipulated by the board of Directors.
Affiliations: This Association shall be an affiliate of the Ohio State Beekeepers Association and shall actively support this organization. The President shall represent or appoint a delegate for the position of trustee, in accordance with the bylaws of the Ohio State Beekeepers Association, Inc.
Said delegate shall hold membership with this Association and the Ohio State Beekeepers Association.
Ratification: This constitution shall be ratified by a 2/3 majority vote of all members in good standing, that are present at a regular business meeting provided the constitution has been presented and read in at least one previous meeting and upon appropriate notice given.Date of Ratification August 18, 2010
Amendments to Constitution: Amendments to this constitution may be submitted at any regular business meeting of the association, by any member in good standing, and may be adopted by 2/3 vote of at least ½ of the members in good standing. If, however, the proposed amendment has been read at a previous regular business meeting, it may be adopted by a 2/3 favorable vote of the members in good standing that are present.Any amendments added to this constitution shall be referenced and added at the end of this constitution.An Ohio Nonprofit Corporation
By-Laws Of The Central Ohio Beekeepers Association
Article I – Membership
Section 1.1 Application for Membership
Any person interested in apiculture and wishing to further the activities of this association may become a member upon payment of annual dues as set forth in the by-laws.
Section 1.2 Membership Classification
The membership classes shall be as follows: Family membership and Honorary Lifetime Membership
Section 1.3 Fees
The fees for a family membership shall be $10.00
There shall be no fee for Honorary Lifetime membership
Section 1.4 Membership Voting Rights
Each membership in good standing shall be entitled to one vote
Section 1.5 Fiscal Year
Fiscal year of the association shall begin on the first day of January and end on the last day of December.
Section 1.6 Expiration of Membership
Membership is terminated when the annual dues are not paid for the following year.
Membership benefits will expire on June 1.
Section 1.7 Termination of Membership
The Board may terminate a membership by a majority vote of the board at a Board Meeting, for reasons including but not limited to failure of good behavior, theft, misrepresenting the mission of COBA. Termination of membership is permanent.
A terminated member may request a hearing in writing to be held at a general membership meeting. A vote of the membership shall be final.
Section 1.8 Reinstatement of Expired Membership
A former member will be reinstated upon having paid his/her annual dues.
There shall be no partial year dues payments.
Section 1.9 Transfer of Membership
Membership in the Association is not transferable or assignable
Article 2 – Regular Membership Meetings
Section 2.1 Conduct of General Membership Business
The President, or in the President’s absence, the Vice President shall preside over the General Membership Business Meeting. While Roberts Rules of Order will be used while conducting the business part of the meeting, the intent of the meeting is to be a social gathering as well as an exchange of ideas, promotion of new ideas and learning from round table discussions and speakers. With these goals in mind, the actual business part of the meeting shall be held to a minimum. Any committee reports shall be given in summary form. Detail reports will be posted in the clubs web site.
Roberts’s rules of order may be suspended by a motion, seconded, and a vote taken and approved to suspend Roberts Rules of Order in conducting that particular meeting.
Section 2.1.1 Quorum
A quorum for conducting business shall be 40 or more members
Section 2.2 Annual Meeting
The annual meeting of members of this association shall be held in October of each year at the time and location determined by the Board of Directors and notice shall be given in writing or through electronic mail at least ten (10) days prior to the date of said meeting. The election of officers will be held during the annual meeting. The nomination committee shall present the ballots with nominees already accepted and additional nominations will be accepted from the floor. One ballot per membership may be cast.
Section 2.3 Special or Emergency Meeting
Special or Emergency meetings shall be held upon written petition of fifteen (15) members or more of the association, or upon written petition of a majority of the members of the Board of Directors, a special meeting shall be called for the members of the Association. The petition shall state the purpose or object of such special meeting and no business except that as set forth in the petition shall be transacted at said special meeting. The secretary shall give notice in writing of filing of said petition and the purpose of said meeting to the members of the association and said notice shall state the time and place of the special meeting.
Article 3 – Officers
The Officers of the Association shall include a President, a Vice president, a Secretary, a Treasurer, Immediate past-President and Trustees.
Section 3.1 Qualification of Officers
The Officers of the Association shall be members in good standing. Good standing is defined as any member that abides by the Constitution and Bylaws and represents the goals and mission of COBA
Section 3.2 Election
The election of officers shall be held during the Annual Meeting of the General membership
Section 3.3 Term of Officers
Term of offices shall be for a period of two (2) years and shall commence on January 1st following the election and end on December 31st two years later.
Section 3.4 Term and number of Trustees
The number and terms of trustees shall be determined by the number of members in the association. One trustee shall be elected for each 50 members in the association at the time of election. The term of office shall be for two (2) years. The elected trustees getting the most votes shall serve for a period of two (2) years and the remaining trustees shall serve for a period of one (1) year in order to initiate the terms. Thereafter the terms of trustees shall be for a period of two (2) years.
Section 3.5 Job Duties, Positions Descriptions and Powers of Officers
Section 3.5.1 The President
The President shall be the chief executive officer of the Association and shall have general supervision over the business and operations of the Association, subject to the control of the Board. The President shall execute, in the name of the Association, all contracts, and other instruments approved by the Board. Additionally, the President shall appoint a board member to file any documents that require filling by any governmental authority. In general, the President shall perform all other duties incident to the office of President and such other duties as may be assigned by the Board. The President’s duties include chairing Board meetings and the General Membership Business Meeting.
Section 3.5.2 Immediate Past President
The immediate Past President shall serve in an advisory capacity to the Board and will serve as President in the absence of the President and Vice President.
Section 3.5.3 Vice President
The vice President shall assume the duties of the President in his/her absence. Be responsible scheduling and coordinating all regular meetings and perform any duties delegated by the President.
Section 3.5.4 Secretary
The Secretary shall attend all regular meetings and meetings of the Board. The Secretary shall record all votes and take accurate minutes of the meetings and keep a book for that purpose. In general, the Secretary shall perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President.
A copy of these minutes shall be posted on the membership web site. The Secretary shall summarize the minutes of the regular meetings to be presented to the general membership.
The Secretary shall be chairman of the membership committee.
The Secretary shall maintain a current paid membership list and provide updated lists to the membership committee
Section 3.5.5 Treasurer
The Treasurer shall have custody of Association funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the Association, and to endorse checks and drafts, in its name and on its behalf and to give full discharge for the same.
The Treasurer shall deposit all funds of the Association, in such banks or other places of deposit as the Board may designate. The Treasurer shall have the authority to issue checks in the amount up to five hundred ($500.00) dollars. Any amounts above this amount shall require the approval of the Board of Directors.
In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board or the President. Additionally the Treasurer shall be a chairman of the finance committee.
Section 3.5.6 Trustees
The trustees shall help with the day to day operation of the association, chair committees appointed by the president and serve at the direction of the President.
The Trustees will serve as liaison between the board and the general membership.
Article 4 – Board of Directors
Section 4.1 Members of Board of Directors
There shall be a Board of Directors consisting of the elected officers, Trustees, Committee Chairs and the Immediate Past President.
Section 4.2 General Powers and Authority
The Board of Directors shall have full charge of the affairs, funds, management, property, and control of the Association, subject only to the action of the members. The decision of the Board of Directors on any questions concerning interpretation of the bylaws shall be final.
Section 4.3 Term of Directors
The term of office for the Board of Directors shall be for a period two (2) years the Trustees shall serve for a term as defined in Section 3.4 of these Bylaws.
Section 4.4 Removal or Replacement of a Board Member
Any Board Member may be removed from office for cause by the vote of a majority of the Board following a hearing detailing the cause for removal. A replacement of a Board Member will be appointed by the President with the approval of the remaining Board.
Section 4.5 Resignation of a Board Member and Replacement
If a Board Member resigns, the resignation shall become effective on the date outlined in the letter of resignation. The President shall appoint a new member, with the approval of the Board, and that member shall fill the remaining term of the office appointed.
Section 4.6 Compensation of Directors
There shall be no compensation for any members of Central Ohio Bee Association (COBA) who provides service(s) in the name of COBA.
Section 4.7 Voting Rights of Directors
Each Board member shall be entitled to one vote on each issue brought before the Board for a vote. In case of a tie, the Presidents vote shall be the deciding vote cast.
Section 4.8 Conflicts of interest
No Board member may vote upon a matter coming before the Board, Executive Committee or any other committee in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the Board members, withdraw from further deliberations on the issue and refrain from voting on the matter. Any such disclosure and withdrawal shall be fully documented in the minutes of the meeting. Failure to adhere to this policy may be grounds for removal from the Board for cause.
Article 5 – Meetings of Directors
Section 5.1 Place of Meetings and Notice
The Board of Directors shall hold as many meetings as may be called by the President or any two (2) members of the Board of directors. The time and location of each Board meeting will be given at least 72 hours in advance and will try to accommodate member’s schedules. Notice of the Board meeting shall be by phone or transmitted electronically.
Section 5.2 Emergency Board of Directors Meetings
Emergency meetings can be called by the President when issues arise that warrant such an action; or when a majority of the Members of the Boards petition, in writing, phone or electronically, for such a meeting. The grounds for an issue(s) to qualify for an emergency meeting must be narrowly defined and of a nature that if not addressed until the next regularly scheduled Board meeting the Association could suffer adverse consequences. The only business to be conducted at an emergency meeting will be the resolution of the subject issue(s) described in the petition.
Section 5.3 Quorum for Board of Directors
A quorum of the Board of Directors shall consist of at least five (5) participating members.
Section 5.4 Conduct of Board Meetings
The President, or in the absence of the President, the Vice President shall preside over Board meetings. The President shall establish rules of the meeting that will freely facilitate debate and decision making. Roberts Rules of Order will be followed in conducting the meeting.
Minutes of all Board meetings shall be taken by the Secretary and recorded in the minute’s record book.
Article 6 – Committees
Section 6.1 Types of Committees
The Association shall have two (2) types of committees, Permanent and Ad Hoc. The President retains authority for all committee appointments, except for the Executive Committee whose members are all elected. The President appoints each committee chairperson. A committee may have one or more members. Appointment to a committee will terminate at the end of the Board Member’s term of office or by arrangement with the President.
SECTION 6.1.1 Finance Committee
The Finance Committee will have at a minimum three members and the Treasurer shall be the chairperson. The Finance Committee shall be responsible for developing and reviewing fiscal procedures, all fund raising and a budget for COBA operations. All budgets and amendments to budgets will be presented to the Board for approval.
Section 6.1.2 Nominating Committee
The Nominating Committee will have as a minimum two members and is responsible for seeking out qualified members to serve on the Board and placing the qualified member’s name, with member’s permission, on the ballot. Additional nominations may be taken from the floor during the annual meeting.
Section 6.1.3 Membership Committee
The Membership Committee will have a minimum of three members and shall be chaired by the Secretary and be responsible for all correspondence with members concerning membership matters. The Committee shall be responsible for maintaining a current membership list and a current mailing list including name, address, email and phone number and original date of becoming a member of COBA. A Membership Diversity Committee shall be a subcommittee of the Membership committee.
Section 6.1.4 Newsletter Committee
The Newsletter Committee shall be responsible for the production, assembly and distribution of the COBA newsletter.
Section 6.1.5 Program Committee
The Program committee shall be responsible for obtaining speakers and arranging programs for meetings. These duties include responsibility for any travel arrangements, hotel and meal accommodations. The committee shall be responsible for all follow up and sending thank you letters to speakers.
Section 6.1.6 Helping Hands Committee
The helping hands committee shall be responsible for organizing persons to help beekeepers and families who need help with their bees because of sickness or death in the family. And to send out Sympathy, Get Well, Congratulations or thinking of you cards when needed.
Section 6.1.7 Website Committee
The Website Committee shall consist of a web master and be responsible for the contents, updating, maintenance, and monitoring of the website. The Chairperson shall be appointed by the President with the approval of the Board. The Chairperson, President and Treasurer shall have access to the account management log-in and password with the domain hosting company. Additionally, the Chairperson shall provide the President and Treasurer with the web master log-in pass word for the web site.
Section 6.1.8 Education and Bee School
The Education and Bee School Committee shall be responsible for setting up and the operation of the bee school. This will include finding a site for the school, providing a syllabus outlining areas covered in class, providing presenters for each section and equipment needed for the school. The committee chairman will be responsible for maintaining a membership rooster and providing the membership chairman a list of all new members. Additionally, the committee shall be responsible for implementing all other educational programs under taken by COBA.
Section 6.1.9 Auditing
The President shall appoint an Auditing Committee with the approval of the Board to audit the Associations financial records for the previous fiscal year. The audit shall also include all other assets and inventory belonging to the Association. The audit shall take place during the month of January and the certification of findings shall be submitted to the Board for approval, and then posted on the membership web site.
Section 6.1.10 Bee Yard
The Bee Yard Committee shall be responsible for the day to day operation of the bee yard including maintaining and securing of Association materials and assets. If more than one bee yard is to be operated, the Board of Directors shall appoint a committee for each yard.
Section 6.1.11 Scholarship
The Scholarship Committee shall be responsible for promotion of the scholarships, collecting applications, reviewing, interviewing and selecting final candidates. Upon final selection, the Committee shall be responsible for providing equipment and signing up the winning candidates for bee school. The Committee will be responsible for monitoring, mentoring and overseeing the completion of the requirement of the scholarship recipients.
Section 6.1.12 Political action Committee
The Political Action Committee shall be responsible for generating and promoting political action which will further the benefit of COBA and beekeeping in central Oh in general. The committee will be responsible for designing promotional materials such as brochures and handouts as well as setting up and attending meetings and luncheons with politicians and or other officials in order to promote our cause.
Section 6.2 Ad Hoc Committees
Ad Hoc Committees will be appointed from time to time by the Board to perform a specific task. All Ad Hoc Committees will receive from the Board a set of instructions defining the scope of the Committee’s task, any limitation placed on the task and when the task is to be completed. Ad Hoc Committees may vary in size from one to any number and remain in effect until the task is completed.
Article 7 – Association Records
Section 7.1 Association Records
The Association President, Secretary and Treasurer shall keep at their home, office, or other secure location the COBA records appropriate to their office. The various committee Chairpersons retain records appropriate to their committee assignments at their home and send copies to the Secretary. Committee Chairperson must surrender their COBA records to their successor or, in the case of an Ad Hoc committees records, surrender the records to the Secretary. The Treasurer will maintain the Association’s current and ongoing financial records in at least one off site location so no loss of records or transactions will be lost in case of loss of the Treasurer’s immediate records. The President and Secretary shall have access to the records; though have no ability to change these records.
Section 7.2 Transfer of records
All records, documents and minutes are the property of COBA and are to be surrendered and transferred to the newly elected Secretary or President. These records shall form a chain of events from previous Boards of Directors and Membership decisions. Transfer of all records, documents and minutes shall take place after the election and before January 1st of the next calendar year.
Article 8 – Affiliations
Section 8.1 Affiliations
This Association shall be an affiliate of the Ohio State Beekeepers Association and shall actively support this organization. The President shall represent or appoint a delegate for the position of trustee, in accordance with the bylaws of the Ohio State Beekeepers Association, Inc. Said delegate shall hold membership with this Association and with the Ohio State Beekeepers Association Inc.
Article 9 – Ratification
These Bylaws shall be ratified by a 2/3 majority vote of all members in good standing, that are present at a regular business meeting provided the Constitution has been presented and read in at least one previous meeting and upon appropriate notice given.
Article 10 – Amendments
These bylaws may be amended by a 2/3 vote of the members in quorum at any regular business meeting, provided that the proposed amendment shall be previously submitted to and acted upon by the Board of Directors. Any amendments to these bylaws shall be referenced and added at the end of these bylaws.
Date of Ratification: August 18, 2010