ARTICLE I

Section 1. The Ohio Public Employer Labor Relations Association ("OHPELRA" or the "Association" herein) is an organization of public officials, personnel and labor-relations professionals, attorneys, and consultants to the public sector dedicated to achieving the highest standard of excellence in assisting and representing the state, counties, cities, colleges and universities, school districts, and other units of local government in the area of public personnel management and labor relations. In order to serve this common purpose, OHPELRA is committed to a core program that includes, among other activities:

(a) The dissemination and exchange of information, ideas, and data among Ohio labor-relations professionals representing public-sector management, and analysis of policy pertaining to all areas of labor relations, including collective bargaining, in which public-sector jurisdictions may become involved.

(b) The fostering of cooperation and development of skills and expertise among members, including meetings, conferences, and training opportunities, to increase our effectiveness as representatives of public-sector management.

(c) The development of an effective, common voice for the interests of public-sector management and the taxpayers of Ohio, including the promotion of sound public policies in the labor-relations and employment areas, including advocacy in the legislative and regulatory arenas.

(d) Working together on other, common goals and providing such other guidance or assistance in the field of public-sector labor relations as may be decided from time to time by the membership or the Board of Directors.

Section 1. OHPELRA shall be the designated Ohio affiliate of the National Public Employer Labor Relations Association (NPELRA), pursuant to the affiliation agreement that may be entered into by and between OHPELRA and NPELRA (the "Affiliation Agreement"), with the consent of the Board of Directors.

Section 1. The principal office of OHPELRA will be in the city and office of the serving Treasurer of the Association.

Section 2. The Association may also have offices at such other locations within the State of Ohio as the Board of Directors may from time to time establish, based upon the business needs of the Association.

Section 1. There shall be four categories of membership in the Association, as set forth below:

(a) Active membership shall be open to any person employed on a full-time basis by a state, county, or local government, or agency or department thereof; or a public corporation or authority; or a school district, university, or other public education system; who is assigned principal or subordinate responsibility for that jurisdiction's, agency's, or department's employee or labor relations activity, which activity must be exclusively on behalf of management.

(b) Affiliate membership is available to any attorney or consultant in private practice, or person employed by a law firm or consulting firm, whose work involves the representation of public-sector management in the field of labor and employee relations. Affiliate membership is not available to any person who represents labor unions, except with the express approval of the Board of Directors following the disclosure of such representation.

(c) Contributing sponsors shall be defined as any member, individual, jurisdiction, agency, organization, law firm, or consulting firm who donates in any one year period an amount of no less than $1,250.00, as specified by the Board of Directors, to the organization, subject to the approval of the Board of Directors. A contributing sponsor who is otherwise qualified to hold membership and vote under these By-Laws shall also be deemed to be an active or affiliate member, as appropriate, as such terms are used in these By-Laws, and shall enjoy such other recognition and benefits as the Board of Directors may from time to time determine.

(d) Honorary membership may be extended, upon the approval of the Board of Directors, to any individual who has made an outstanding contribution to OHPELRA, its mission and objectives, or the cause of effective public-sector personnel management and labor relations in the State of Ohio. Such honorary membership may be for a fixed term or for life, as the Board of Directors may decide. Any honorary member shall receive a certificate attesting to this honor, and during the term of such honorary membership may attend any OHPELRA workshop or conference as a guest of the Association. Further, during the term of such honorary membership, the member shall not be required to pay dues, but shall have all other rights and privileges of membership in the Association, with the exception of the right to vote and hold office.

Section 2. All members of the Association, except honorary members, shall also be members of NPELRA; provided, however, that NPELRA may, in accordance with its own by-laws, limit or extend the voting rights of any member within NPELRA. Notwithstanding NPELRA by-laws, the rights and privileges of OHPELRA members within the State Association, including voting rights, are established solely by these by-laws.

Section 3. Any member may remain a member of OHPELRA upon changing positions unless his or her new position places the member in an advocacy role that is inconsistent with or contrary to the purposes of the Association as stated in these by-laws, or which involves the taking of positions contrary to the interests of public-sector management. The category of membership may change based on the nature of the new position. The Board of Directors is vested with final authority to apply the provisions of this Section.

Section 4. An application for membership in the Association shall include a certification in writing that the applicant qualifies for membership under the conditions set forth in these By-Laws. Eligibility for membership or continuation of membership shall be determined by the Board of Directors.

Section 1. Each Active, or Affiliate Member shall be entitled to one (1) vote on every question put before the membership at the annual conference or any special meeting of the general membership. No member may vote by proxy. A member may vote by absentee ballot on any question fixed in advance of a meeting provided that the member submits a written request for an absentee ballot to the Secretary at least fifteen (15) days in advance of the meeting, and such ballot is delivered to the Secretary no later than the opening day of the annual conference or special meeting of the membership.

Section 2. At the annual conference of the Association, the membership shall elect the following officers for terms of one (1) year:

(a) The President is the chief executive officer of the Association, and he or she shall preside over meetings of the Board of Directors and the general membership, shall convene meetings of the Board of Directors and special meetings of the membership, upon the approval of the Board of Directors, shall carry out policy and decisions of the Association as approved by the Board of Director, and shall represent the Association consistent with the purpose of OHPELRA as set forth in these By-Laws and policies set by the Board of Directors. The President shall have no vote in meetings of the Board of Directors or the membership unless there is a tie.

(b) The Vice President shall preside over meetings of the Board of Directors and the membership in the absence of the President, and shall carry out such other duties and responsibilities as the President and the Board of Directors may direct. Upon any vacancy in the office of President, the Vice President shall assume the office of President until a new President is duly elected at the next annual conference or other meeting of the membership.

(c) The Treasurer shall serve as the chief financial officer of the Association, shall maintain the check book, bank statements, and other financial records of the Association, shall receive and promptly deposit all dues and other payments to OHPELRA, shall present all applications for membership to the next scheduled meeting of the Board of Directors, and shall prepare and submit regular financial reports to the Board of Directors and to the membership, as the Board may direct.

(d) The Secretary shall serve as the keeper of the Association's records, and shall prepare minutes of any meeting of the Board of Directors or the membership, or any other official record of the Association. Upon the Secretary's absence at any meeting, the President may appoint an Acting Secretary for that meeting.

(e) The Immediate Past President shall serve as an ex-officio member of the Board of Directors and shall be entitled to vote in meetings of the Board.

(f) The Conference Coordinator, appointed by the President with the approval of the Board of Directors, shall serve as an ex-officio member of the Board of Directors and shall be entitled to vote in meetings of the Board.

(g) At-Large Board Members. The membership shall elect four (4) members, from among the Active or Affiliate Members, to serve for a term of one (1) year as At-Large Members of the Board of Directors.

(h) Member of the NPELRA Board of Directors. Any OHPELRA member who is an officer or member of the Board of Directors of the National Public Employer Labor Relations Association shall, for the duration of such office, be an ex-officio member of the Board of Directors and shall be entitled to vote in meetings of the Board.

Section 3. In case of any vacancy in any office, other than President, the President shall appoint a member to fill the unexpired term, with the approval of the Board of Directors.

Section 4. The Board of Directors shall manage the affairs of the Association in accordance with these By-Laws and is authorized to set policy of the Association to the extent not inconsistent with these By-Laws; provided, however, that the power to establish OHPELRA policy remains with the members of the Association, and any action or policy decision of the Board of Directors remains subject to review and modification or reversal by majority vote of the membership in attendance at the annual conference or other duly scheduled meeting of the membership.

Section 5. All officers and at-large members of the Board of Directors must be Active or Affiliate Members in good standing, entitled to vote, and shall serve until their successor is duly elected and qualified, unless removed from office under one of the following circumstances:

• Any officer or at-large member of the Board of Directors may be removed by unanimous vote of the members of the Board of Directors (excepting the member to be removed) or by a two-thirds vote of the membership in attendance at the annual conference or a special meeting called for this purpose. Prior to any such removal, each member of the Board of Directors (or the membership, if appropriate) shall receive at least fourteen (14) days' prior, written notice of vote on removal of the officer or director, and if the officer or director so requests, he or she shall have the opportunity to speak or submit a written statement to those voting prior to the vote.
• If any officer or at-large member of the Board of Directors assumes a new position that would render him or her ineligible for membership in the Association, the office or seat shall be declared vacant, and the vacancy shall be filled as provided in these By-Laws. Any decision regarding ineligibility for membership shall be made by the Board of Directors.

Section 1. The level of dues to be paid by members of the Association shall be set by the Board of Directors, subject to the approval of the membership at the next annual conference or special meeting of the membership. The rate of dues set for OHPELRA membership shall include dues for NPELRA as well, as set forth in the Affiliation Agreement.

Section 2. Pursuant to the Affiliation Agreement, and unless the Board provides otherwise, dues shall be collected by NPELRA through annual billings, and OHPELRA's portion of the dues shall be remitted to the Association quarterly.

Section 3. Until and unless the Board provides otherwise, with the approval of the membership, dues shall be set at the following rates:

(a) Active and Affiliate Membership: $185.00 annually, which amount may be increased without amendment of these by-laws to reflect the increase in the national share of the dues as approved by the NPELRA Board of Directors.

(b) Contributing Sponsorship: $1,250.00 over a period of one (1) year, subject to the approval of the Board of Directors.

Section 1. The Association shall hold an annual conference open to all OHPELRA members in each calendar year, at a time and place to be set by the Board of Directors. Those members present at an annual conference, following due notice to the membership, constitute a quorum for the business meeting.

Section 2. The Association may hold other conferences, training programs, workshops, or special membership meetings, as the Board may from time to time direct.

Section 3. At any meeting of the membership at which business of the Association is to be conducted, the members shall receive written notice no less than fourteen (14) days in advance. With regard to any special meeting of the membership, this notice shall contain a proposed agenda, as determined by the Board.

Section 4. All meetings of the membership and the Board of Directors shall be conducted in accordance with parliamentary law, as set forth in the most recent, revised edition of Robert's Rules of Order.

Section 5. At any meeting of the Board of Directors, a majority of the Board constitutes a quorum, provided that the members of the Board received notice of the meeting at the close of the prior meeting or by prior telephone or written notification.

Section 1. Any provision of these By-Laws may be amended by a majority of votes case at an annual conference or special meeting of the membership of the Association. Any proposed amendment to the By-Laws must be submitted in writing to the President or Secretary of the Association no less than thirty (30) days in advance of the meeting at which it will be considered, and a copy of the proposed amendment must be mailed to all members at least fourteen (14) days in advance of the opening day of the conference or meeting; provided, however, that these requirements of advance notice and mailing may be waived by written approval of three-quarters of the total voting membership.

Section 2. In addition to the procedure of Section 1 of this Article, any provision of the By-Laws, with the exception of Article V (Voting, Officers, and Board of Directors) may also be amended by unanimous vote of the Board of Directors. Each member of the Board must be served written notice of the meeting and the text of the proposed amendment no less than fourteen (14) days in advance of the meeting at which the amendment will be considered.