Non Profit Ohio Bylaws by wnl11701

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									08/04

                                      BYLAWS
                          OF THE OHIO DIETETIC ASSOCIATION

                                   Table of Contents

Article I                        Name and Mission                                       3

             Section 1.          Name                                                   3
             Section 2.          Mission                                                3

Article II                       Membership                                             3

             Section 1.          Membership Classification                              3
             Section 2.          Official Membership List                               3
             Section 3.          Rights and Privileges                                  3
             Section 4.          Association Publications                               3

Article III                      Meetings                                               3

             Section 1.          Annual Meeting                                         3
             Section 2.          Special Meetings                                       3
             Section 3.          Quorum                                                 3

Article IV                       Governing Board and Structure                          3

             Section 1.          Board of Directors                                     3
             Section 2.          Executive Committee                                    4
             Section 3.          Executive Office                                       5
             Section 4.          District Dietetic Associations                         5
             Section 5.          Dietetic Practice Groups                               5
             Section 6.          Council on Professional Issues                         5
             Section 7.          Standing and Special Committees                        6
             Section 8.          Compensation                                           6
             Section 9.          Policy and Procedure Manual                            6

Article V                        Officers                                               6

             Section 1.          Officers                                               6
             Section 2.          President                                              6
             Section 3.          President-elect                                        6
             Section 4.          Secretary                                              7
             Section 5.          Treasurer                                              7
             Section 6.          Chairman of the Council on Professional Issues         7
             Section 7.          Chairman-elect of the Council on Professional Issues   7
             Section 8.          Affiliate Delegates                                    7

Article VI                       Affiliate Delegates                                    8

Article VII                      Nominations and Elections                              8

             Section 1.          Nominating Committee                                   8
             Section 2.          Nominating Process                                     8
             Section 3.          Vacancies in Offices                                   8
             Section 4.          Removal of Officers                                    9

Article VIII                     Fiscal Year                                            9




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Article IX                    Dues                                       9

         Section 1.           ADA Dues                                   9
         Section 2.           Right to Request Additional Monies         9

Article X             Indemnification of Directors and Officers      9

Article XI                    Contracts                                  9

Article XII                   Books, Records, and Seals                  10

         Section 1.           Books and Records                          10
         Section 2.           Seal                                       10

Article XIII                  Special Rules and Dissolution Clause       10

         Section 1.           Special Rules                              10
         Section 2.           Dissolution                                10

Article XIV                   Amendments                                 10




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                                                ARTICLE I – Name and Mission

Section 1. Name. This Association shall be known as The Ohio Dietetic Association, hereafter referred to as ODA or the
Association. The Association is incorporated as a non-profit corporation in Ohio as is exempt from Federal Income Tax
according to Section 501 c(6) of the Internal Revenue Code of 1954.

Section 2. Mission. Leading the future of dietetics.

                                                   ARTICLE II - Membership

Section 1. Membership Classification. Membership in this Association shall be limited to members of The American Dietetic
Association (ADA) whose official mailing address or designated affiliate is listed as Ohio. The membership classifications shall
be those outlined in Article II of the ADA Bylaws.

Section 2. Official Membership List. The current list of members of The American Dietetic Association officially listed in Ohio
shall be the official membership list of this Association for all purposes.

Section 3. Rights and Privileges. All members of this Association have the rights and privileges as set forth in Article II of the
American Dietetic Association Bylaws and will have corresponding rights and privileges in the conduct of business of the ODA.

Section 4. Association Publications. All members whose ADA dues are not in arrears shall receive the Association's
publications.

                                                       ARTICLE III - Meetings

Section 1. Annual Meeting. There shall be an Annual Meeting of the members of the Association, except in case of an
emergency declared by the Board of Directors, at a time and place to be set by the Board.

        1.       Purpose of Meeting. The Annual Meeting shall be held for the installation of officers, presentation of annual
                 reports, continuing education for members, and any other business deemed appropriate.

        2.       Notice of Meeting. Written notice of the Annual Meeting, stating place, date, and time of the meeting shall be
                 sent to each member of the Association.

Section 2. Special Meetings. Special meetings of the members may be called by the Board of Directors. Written or printed
notice of said meetings stating the place, date, time and purpose thereof shall be sent to each member of the Association no
less than ten (10) and no more than sixty (60) days prior to the date of said meeting.

Section 3. Quorum. Five percent (5%) of the membership shall constitute a quorum for the transaction of business at all
        meetings of the general membership.

                                         ARTICLE IV – Governing Board and Structure

Section 1. Board of Directors. The Board of Directors is the governing body of the Association.

  A.    Composition. The Board of Directors shall consist of the following voting members: President, President-elect,
        Immediate Past President, Secretary, Treasurer, Chairman and Chairman-elect of the Council on Professional Issues,
        Affiliate Delegates, Legislation Chairman, Reimbursement and Coverage Chairman, Communications Coordinator,
        and all District Presidents.

  B.    Term of Office. All officers shall assume office on July 1 following their election and shall serve until the June 30
        following the election of their successors.




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  C.     Functions. The Board of Directors shall:

        1.       Establish and amend policies and procedures, consistent with the Articles of Incorporation and the Bylaws,
                 for the management of the property and affairs of the Association.

        2.       Provide for sound fiscal management of the Association.

        3.       Approve and implement the programs and activities of the Association, which shall correlate with the
                 programs and activities of the American Dietetic Association.

        4.       Coordinate activities of the affiliated District Dietetic Associations as they relate to the programs and
                 activities of this Association.

        5.       Individual functions of elected ODA officers are listed in Article V. Individual functions of appointed
                 positions (Legislative Chairman, Reimbursement and Coverage Chairman, Communications Coordinator)
                 and District Presidents shall be identified in the Policy and Procedure Manual.

  D.     Meetings

        1.       The Board of Directors shall hold no fewer than three (3) meetings per year. Additional meetings of the Board
                 of Directors may be called by the President.

        2.       Any member of the Association may attend meetings of the Board of Directors.

        3.       Quorum. At all meetings of the Board of Directors, one-half (1/2) of the voting members shall constitute a
                 quorum for the transaction of business.

        4.       Written, printed or electronic notice of said meetings stating the place, date and time thereof shall be sent to
                 each member of the Board of the Directors no less than five (5) and no more than sixty (60) days prior to the
                 date of said meeting.

Section 2. Executive Committee.

  A.     Composition. The Executive Committee shall consist of the President, President-elect, Immediate Past President,
         Secretary, Treasurer, Chairman and Chairman-elect of the Council on Professional Issues, and the Chairman of
         Affiliate Delegates.

  B.     Functions. The Executive Committee shall:

        1.       Decide issues which require expedient action. Decisions of the Executive Committee shall be reviewed at
                 the next meeting of the Board of Directors.

        2.       Approve recommendations of the Advisory Committee for ODA and ADA awards.

  C.     Meetings

        1.       Executive Committee meetings shall be called by the President as needed.

        2.       Any member of the Association may attend meetings of the Executive Committee.

        3.       Quorum. At all meetings of the Executive Committee, five (5) voting members shall constitute a quorum for
                 the transaction of business. Meetings may be held by teleconference or other electronic means to ensure
                 that a quorum is present.

        4.       Notice of said meetings indicating place, date and time thereof shall be provided to the members of the
                 Executive Committee as soon as possible to comply with the expedient action of the committee.




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Section 3. Executive Office

There shall be an Executive Office of the Association. There shall be a contract with the Executive Office specifying the
services of the Executive Director and Executive Office. The duties and responsibilities of the Executive Office/Executive
Director shall be identified in the ODA Policy and Procedure Manual.

Section 4. District Dietetic Associations.

  A.     A district dietetic association may form and affiliate with the Association upon fulfillment of the Association guidelines
         for the formation of district dietetic associations and approval of its governing documents by the Board of Directors.

  B.     Each affiliated District Dietetic Association shall adopt bylaws which are consistent with ADA and ODA Bylaws.
         Changes in District Dietetic Association bylaws shall be approved by the Board of Directors.

  C.     District Dietetic Associations shall elect their own officers and establish their own budget and fee structure.

  D.     District Dietetic Associations shall be separate legal entities.

  E.     Only members of the ADA may be members of affiliated District Dietetic Associations.

Section 5. Dietetic Practice Groups.

  A.     Composition. A Dietetic Practice Group shall consist of a Chairman who is a member of the corresponding ADA
         Dietetic Practice Group and Association members with similar interests, regardless of membership classification or
         employment status.

  B.     Formation and Approval.

        1.       A Dietetic Practice Group may be formed when at least five members petition the Chairman of the Council on
                 Professional Issues.

        2.       Provisional status shall be granted upon approval by the Board of Directors.

        3.       Permanent status shall be granted by the Board of Directors upon meeting criteria specified in the Policy and
                 Procedure Manual.

  C.    Operation. A Dietetic Practice Group shall:

        1.       Function independently of the Association, elect its own officers and establish its own budget and dues
                 structure.

        2.       Maintain governing documents consistent with the ADA Bylaws, the ADA Guidelines for State Practice
                 Groups, the ODA Bylaws, and the ODA Policy and Procedure Manual.

        3.       Shall be a separate legal entity from the Association.

Section 6. Council on Professional Issues.

  A.     Composition. The Council on Professional Issues (CPI) shall consist of the Chairman, Chairman-elect, Chairmen and
         Co-Chairmen of the state dietetic practice groups, and the members of the Annual Meeting Program Committee.

  B.     Functions. The Council on Professional Issues shall:

        1.       Develop and implement the Annual Meeting program.

        2.       Monitor dietetic practice groups.

Section 7. Standing and Special Committees and Appointed Positions shall be created as necessary to conduct the activities
of the Association and to effect its mission. Committees and Appointed Positions shall be identified in the Policy and
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Procedure Manual.

Section 8. Compensation. The Board of Directors and officers of the Association shall have no authority to establish or
receive compensation for services to the Association as a Director or officer, except the Board of Directors may establish and
pay compensation to the Executive Director for services to the Association. An officer may be paid their expenses related to
the duties of their office.

Section 9. Policy and Procedure Manual. The activities of the Association shall be conducted in accordance with the ODA
Policy and Procedure Manual, which shall not be inconsistent with these Bylaws.

                                                ARTICLE V - Officers

Section 1. Officers.

  A.    The officers of this Association shall be a President, President-elect, Immediate Past President, Secretary, Treasurer,
        Chairman and Chairman-elect of the Council on Professional Issues, and Affiliate Delegates, whose number shall be
        determined in accordance with the ADA Bylaws.

Section 2. President. The President shall serve for one year.

  Functions. The President shall:

  A.    Serve as the chief executive officer of the Association and the Chairman of the Board of Directors and the Executive
        Committee and have the general powers of supervision and active management usually vested in the office of
        President.

  B.    Preside at all meetings of the membership, Board of Directors and Executive Committee and see that all orders and
        resolutions of the Board of Directors are carried into effect.

  C.    Serve as a member of the Finance, Advisory, and Strategic Planning Committees and a member ex-officio of all
        standing and special committees.

  D.    Appoint members to serve on Association committees and in special appointed positions, in accordance with the
        ODA Policy and Procedure Manual. Appoint individuals to fill any vacancies which may occur in these positions.

  E.    Represent the Association at the official meeting of ADA.

  F.    Serve as chairman of the Advisory, Nominating and Management Services Committees as Immediate Past President,
        and serve as a member of the Awards and Scholarships, Executive, Finance and Strategic Planning Committees.

Section 3. President-elect. The President-elect shall serve one year and on July 1 of the following year shall become
President.

  Functions. The President-elect shall:

  A.    Become acquainted with all duties of the President and other organizational units.

  B.    Perform the functions of the President in the absence of the President.

  C.    Serve as a member of the Board of Directors and the Executive, Advisory, Finance, Strategic Planning Committees.

  D.    Oversee, with the assistance of the Advisory Committee, Awards and Scholarship activities of the Association.

  E.    Serve as liaison between the Board of Directors and the ODA Liaisons to Allied Organizations.

  F.    Be responsible for revising the ODA Policy and Procedure Manual.

        A. Appoint members to serve on Association committees in accordance with the ODA Policy and Procedure Manual.

Section 4. Secretary. The Secretary shall serve for two years.
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  Functions. The Secretary shall:

  A.    Serve as a member of the Board of Directors and the Executive, Finance, Membership, Management Services and
        Strategic Planning Committees.

  B.    Attend all meetings of the general membership, the Board of Directors, and the Executive Committee. Assume
        responsibility for the minutes of these meetings.

  C.    Serve as liaison between the Board of Directors and the Membership Committee and the State Media Task Force.

Section 5. Treasurer. The Treasurer shall serve for two years.

  Functions. The Treasurer shall:

  A.    Serve as a member of the Board of Directors and the Executive, and Strategic Planning Committees and chairman of
        the Finance Committee.

  B.    Oversee the custody of all funds and securities of the Association. Ensure that full and accurate records of all
        accounts, receipts and disbursements are kept in documents belonging to the Association.

  C.    Ensure that an independent examination of the Association's financial records is conducted annually.

  D.    Issue an annual financial report to the membership.

Section 6. Chairman of the Council on Professional Issues. The Chairman of the Council on Professional Issues shall serve
for one year.

  Functions. The Chairman of the Council on Professional Issues shall:

  A.    Serve as a member of the Board of Directors and the Executive, Finance, and Strategic Planning Committees.

  B.    Chair the Annual Meeting Program Committee.

  C.    Serve as liaison with the ADA and District Dietetic Association Councils on Professional Issues.

  D.    Serve as liaison between the Board of Directors and the ODA Dietetic Practice Groups.

Section 7. Chairman-elect of the Council on Professional Issues. The Chairman-elect of the Council on Professional Issues
shall serve for one year and on July 1 of the following year shall become Chairman.

  Functions. The Chairman-elect of the Council on Professional Issues shall:

  A.    Serve as a member of the Board of Directors, the Executive, Annual Meeting Program, Finance and Strategic
        Planning Committees.
  B.    Initiate planning for the Annual Meeting program for the following year.

Section 8. Affiliate Delegates. See Article VI – Affiliate Delegates.




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                                                 ARTICLE VI –Affiliate Delegates

  A.    Qualifications. To be elected to the ADA House of Delegates, an ADA member must be a member of the affiliate
        dietetic association represented.

  B.    Delegates shall serve for three years, beginning July 1 following their election.

  C.    Delegates may be reelected for a second term. A member is ineligible to serve as Delegate for at least one year after
        having served two consecutive terms.

  D.    When an elected Delegate is unable to fulfill the duties of the office, the President shall appoint an alternate Delegate.

  E.    The alternate Delegate will have the same qualifications as the Delegate.

  F.    The Delegates shall represent the Association at meetings of the House of Delegates of the ADA.

                                            ARTICLE VII – Nominations and Elections

Section 1. Nominating Committee

  A.    Composition. The Nominating Committee is composed of the Immediate Past President of ODA and five (5)
        Presidents of the District Dietetic Associations. The Committee will begin July 1 of the District Presidents’ Presidential
        year and continue to work as a committee through June 30 of the following year or until the slate has been finalized.
        The rotation of the District Presidents on the Committee will be outlined in the ODA Policies and Procedures Manual.

  B.    Functions. The Nominating Committee:

        1.      Selects annually at least one eligible member for the office of President-elect, Chairman-elect of the Council
                on Professional Issues and ADA Delegate for open position (s).

        2.      Selects biennially in alternate years at least one eligible member for the officers of Secretary and Treasurer.

        3.      Oversees the selection process according to the Policy and Procedure Manual.

Section 2. Nominating Process

  A.    Nominating takes place annually.

  B.    Members of the Association are asked for input by the Nominating Committee.

  C.    The final approval of officers is done by ballot. A ballot is sent to all voting members of the Association. If only one
        candidate is selected for the ballot, an option for a write-in candidate is provided. When two or more candidates
        appear on the ballot, the one receiving a majority of the votes is elected. Members may vote by electronic means.

  D.    Tie Vote. In the event of a tie, an election shall be determined by lot.

Section 3. Vacancies in Offices

   A.   President. At the discretion of the Executive Committee, a vacancy in the office of President is filled in one of two
        ways:

        1.      The Immediate Past President fulfills the current term

        2.      The President-elect succeeds to the office of President in the event of a vacancy in that office and then
                serves as President until the end of the second fiscal year (June 30) after the vacancy occurs.

   B.   President-elect. Should the office of President-elect become vacant, the Nominting Committee determines a
        replacement.

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   C.   President and President-elect. In the event of a vacancy in the office of both President and President-elect the
        Chairman of Delegates is acting executive officer until a replacement is determined.

   D.   Other Offices. If an office other than that of President or President-elect becomes vacant, the members of the
        Executive Committee appoint a successor to serve the un-expired term.

Section 4. Removal of Officers

   A.   Removal of an officer. If an officer fails to perform the duties of the office, said official may be removed from office
        by majority vote of the Board of Directors. Such action takes place within thirty (30) days of notification by the
        Executive Committee of failure to perform. The vacancy is filled as specified in these Bylaws.

   B.   Removal of an Appointed Chair. The removal and replacement of a person who fails to perform the duties
        specified for an appointed position is the responsibility of the appointing officer, with the approval of the Executive
        Committee.

                                                  ARTICLE VIII - Fiscal Year

The fiscal year of the Association shall begin on the first of July (July 1) of each year and end the thirtieth day of June (June
30) of the succeeding year.

                                                      ARTICLE IX – Dues

Section 1. ADA Dues. Members shall pay annual dues to the American Dietetic Association as stated in the ADA Bylaws.

Section 2. Right to Request Additional Monies. Members may be asked for monies to meet specific needs of this Association
in addition to the state rebate from the American Dietetic Association.

                                    ARTICLE X - Indemnification of Directors and Officers

The Association shall indemnify or agree to indemnify any Board of Directors member or any former Board of Directors
member of the Association (and their heirs, executors and administrators), against expenses, judgments, decrees, fines,
penalties or amounts paid in settlement by the Board of Directors member in connection with the defense of any pending or
threatened action, suit, or proceeding, criminal or civil, to which the Board of directors member is or may be made a party by
reason of being or having been a Board of Directors member, provided it is determined in the manner hereinafter set forth (a)
that such Board of Directors member was not, and has not been adjudicated to have been, negligent or guilty of misconduct in
the performance of duty to the Association, (b) that the Board of Directors member acted in good faith in what the Board of
Directors member reasonably believed to be the best interest of the Association, (c) that, in any matter the subject of a
criminal action, suit or proceeding, the Board of Directors member has no reasonable cause to believe that the conduct was
unlawful, and (d) in case of settlement, that the amount paid or to be paid in the settlement was or is reasonable. Such
determinations shall be made either (i) by the Board of Directors of the Association acting at a meeting at which a quorum
consisting of Board members who are not parties to or threatened with any such action, suit or proceeding is present, or (ii) by
a majority of the members present, in person or by proxy, at a special meeting called for such purpose, or (iii) in a written
opinion by any one or more disinterested persons (who may be the regular legal counsel of the Association) selected by those
Board of Directors members of the Association who are not parties to or threatened with any such action, suit, or proceeding,
or if all Board of Directors members are so threatened, then by the highest ranking officer of the Association who is not a part
to or threatened with such action, suit or proceeding. Expenses with respect to any pending or threatened action, suit or
proceeding may be advanced by the Association prior to the final disposition thereof, upon receipt of any undertaking by or on
behalf of the recipient to repay such amounts unless it shall ultimately be determined that the recipient is entitled to
indemnification hereunder.

                                                   ARTICLE XI – Contracts

The Board of Directors, except as these Bylaws otherwise provide, may authorize any officer or agent to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be
general or confined to a specific instance and unless so authorized by the Board of Directors no officer, agent or employee
shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it
liable for any amount.


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                                           ARTICLE XII – Books, Records and Seals

Section 1. Books and Records. The Association shall keep books and records of account. It shall also keep minutes of the
proceedings of its members, Board of Directors, Executive Committee, and committees having any of the authority of the
Board of Directors. The names and addresses of the members entitled to vote shall be maintained at the principal office of the
Association.

Section 2. Seal. The Association seal shall have inscribed thereon the name of the Association and the words “Corporate
Seal, Ohio.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or
effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

                                 ARTICLE XIII – Special Rules and Dissolution Clause

Section 1. Special Rules. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its
members, trustees, officers or other private persons, except that the Association shall be authorized and empowered to make
payments and distributions in furtherance of the purposes set forth in Article III of its Articles of Incorporation.

Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any activities not permitted to be
carried on by an organization exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code of 1954
(or any corresponding provision of any future United States Internal Revenue Law).

Section 2. Dissolution. On the dissolution of this Association, the Board of Directors, after paying or making provision for the
payment of all the liabilities of the Association, shall dispose of all its assets exclusively to such organization or organizations
organized exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization
or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future
United States Internal Revenue Law) as the Board of Directors shall determine.

                                              ARTICLE XIV - Amendments

The Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the ballots cast by members of the Boards of
Directors of all District Dietetic Associations. Each member of the District Dietetic Association’s Board of Directors shall have
one vote. ODA members shall be notified of the proposed amendments, and the District Dietetic Association’s Board of
Directors should solicit members' views prior to voting.

Amended: 6/15/93
          4/30/02
Revised: 5/31/02
          6/15/93
       10/10/03




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