Code of Regulations

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Contents

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Article I: Identification

Name, statutory agent, and Fiscal year definitions for OACVB

Article II: Purpose

Purpose & primary objectives of OACVB.

Article III: Membership

Members, Industry Partners, Procedure, Board Meetings, and Voting.

Article IV: Dues

Dues, dues non-payment, special assessments.

Article V: Board of Directors

Number & term of office, Meetings, Special Meetings, Notification, Quorum, Committees, Executive Committee, Standing Committees

Article VI: Officers

Officers, Elections & Terms, Succession, Vacancies, Compensation, President, Vice-President, Secretary, Treasurer, Nominating Committee

Article VII: General Business Practices

Roberts Rules of Order, Indemnification, Insurance.

Article VIII: Dissolution

Rules to govern dissolution of OACVB.

Article IX: Amendments

Provides for the amendment of this Code of Regulations.

OACVB CODE OF REGULATIONS

ARTICLE I:  IDENTIFICATION

Section 1.  Name. The name of the non-profit corporation is the Ohio Association of Convention and Visitor Bureaus, Ohio Registration #467192. (Hereinafter the corporation shall be referred to in these Code of Regulations as “OACVB.”)

Section 2.  Statutory Agent. The Executive Committee shall recommend and the Board of Directors shall designate the principal office location and appoint a statutory agent from time to time as required under the laws of the State of Ohio.

Section 3. Fiscal Year. The fiscal year shall correspond with the calendar year. It shall begin on the first day of January in each year and conclude at the close of the last day of December next succeeding.

ARTICLE II: PURPOSE

Section 1.  The OACVB shall be a cooperative association of individual independent convention and visitor bureaus or chamber of commerce convention departments who have city and/or countywide support.

Section 2.  The OACVB’s primary objectives are:

  1. To promote the OACVB members respective areas as convention, visitor, and group meeting destinations.
  2. To foster a greater understanding of the value of travel and tourism to Ohio’s economic well being, including increased employment opportunities, through public information and educational programs.
  3. To encourage initiatives that will increase the overall level of hospitality and tourism business throughout the State of Ohio.
  4. To support local, state, and national executive/legislative efforts designed to sustain and increase Ohio’s hospitality and tourism industry.

ARTICLE III: MEMBERSHIP

Section 1. Members. Membership in the Association shall be open only to organizations fulfilling the purposes and objectives set forth in Article II, Section 1.

  1. Member – Membership in the Association shall be by organization. The Chief Operating Officer of each member organization shall automatically be designated the voting member of the OACVB Board of Directors.
  2. Affiliate Member – Any employee of the member organization may become an affiliate member of the Association. Affiliate members are not voting members of the OACVB.

Section 2. Industry Partners. This category of participation in the Association is open to any     person, firm, organization, corporation or partnership who does not qualify for any membership category, but desires to contribute to the mission of the Association.  Industry partners are not voting members of the OACVB

Section 3. Procedure. Upon submission of a properly completed application by the chief operating officer and receipt of the organization’s official Code of Regulations, the Membership Committee  shall review said application and make its recommendation to the Board of Directors at its next regular meeting. An affirmative vote of the majority of the Directors present at said meeting shall suffice for acceptance of the applicant. (If denied, the applicant cannot submit a request for consideration for three months.) The applicant shall be given at least ten (10) days notice by registered mail prior to said hearing.

Section 4. Board Meetings. Only the Chief Operating Officer of each member organization shall  be entitled to attend OACVB Board meetings unless otherwise specified. An affiliate member may attend an OACVB Board meeting as an ex-officio Board member.

Section 5. Voting. Only the Chief Operating Officer of each member organization is eligible to vote in any and all Board business.  The Directors may adopt procedures and guidelines for the means to which Directors can vote, but may include votes conducted in person, by mail or by the use of authorized communications equipment including, but not limited to, by telephone, facsimile, email, or any electronic means which it can be determined that the transmission was authorized by, and accurately reflects the intention of the member involved.

ARTICLE IV: DUES

Section 1. Dues. The annual membership subscription rates and other contribution requirements shall be established by the Board of Directors upon the timely recommendation of the Executive Committee acting on the advice of the Treasurer and shall be paid annually (with the annual date being March 30), semiannually or quarterly to the OACVB.

Section 2. Dues non-payment. The Board of Directors shall automatically suspend any member by May 1, for non-payment of dues unless said member has requested, in writing, a time extension citing good cause, or a semi or quarterly payment schedule has been established in writing with the association treasurer. A suspension can be discontinued only after dues are made current and all dues/assessments are paid.

Section 3. Special assessments. Special assessments may be recommended from time to time by the Executive Committee to carry out the express purposes for which the OACVB is formed. Such recommendations shall be submitted to the board of directors at its next meeting. Said recommendation, if approved by a majority of the Directors present, shall be binding upon the entire membership until rescinded by a majority vote at a future meeting. The Board of Directors shall automatically suspend any member for non-payment if said special assessment remains unpaid sixty (60) days after enactment unless said member has requested, in writing, a time extension citing good cause.

ARTICLE V: BOARD OF DIRECTORS

Section 1. Number and Term of Office. The Board of Directors shall consist of the Chief Operating Officer of each member organization in good standing. The member shall continue as a Director during their  tenure as Chief Operating Officer of the qualifying member organization.  A member organization is in good standing if all OACVB dues and special assessments (if any) are current and paid up to date.

Section 2. Meetings. The Board of Directors shall hold an annual meeting each year and meetings at such other times as it determines.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President or upon written request of three (3) or more Board members.

Section 4. Notification. Notice of all meetings shall be sent at least seven (7) days prior to date of said meeting.  Any notices required herein or by law shall be in writing, delivered personally, by United States Mail, express mail, or courier service, and/or delivered by use of authorized communications equipment, including but not limited to email or facsimile.

Section 5. Quorum. Twelve (12) or more members of the Board of Directors shall constitute a quorum and be sufficient for the transaction of any business. Any act of the majority of Directors present at a meeting in which a quorum was present shall be the act of the Board unless otherwise provided for by law or by these Code of Regulations.

Section 6. Committees. The President shall appoint such committees, special or standing, that a majority of the Board of Directors shall, from time to time, deem necessary to carry on the work of the OACVB. The President shall be an ex-officio member of all committees except the nominating committee.

Section 7. Executive Committee. The Executive Committee shall consist of the elected officers and the immediate past president. The Executive Committee shall manage the office, staff, property of the Association, and all OACVB funds appropriated by the annual budget as approved by the Board of Directors.

Section 8. Standing Committees. Current standing committees shall include:

  1. Legislative
  2. Finance/Solicitation
  3. Education
  4. Membership
  5. Marketing/Media/PR
  6. Strategic Planning
  7. Code of Regulations/Procedures Review

ARTICLE VI: OFFICERS

Section 1.  Officers.  The officers shall be President, Vice-President, Treasurer and Secretary. Only OACVB Directors in good standing shall be eligible to be elected or to serve as officers.

Section 2.  Election and Term.  Each officer shall be elected by the Directors at the annual election.  No officer shall be eligible to serve more than two (2) consecutive full or partial terms, in the same office.  A quorum of at least 40%  of all Directors is necessary to hold an election and a simple majority of those present shall be necessary to elect an officer.  The term of office for each officer shall be January 1st through December 31st in the calendar year for which the officer is elected.

Section 3.  Succession. Generally, the person elected to the office of Secretary at the annual election shall advance through the offices of Treasurer, Vice-President, and finally President, serving one year in each office.  Unless otherwise specified in these Code of Regulations, advancement to any office is not automatic and shall be approved at an election by the Directors.

Section 4.  Vacancies. Whenever a vacancy shall occur in any office other than the President, for any reason other than expiration of term, the vacancy shall be filled by the Board of Directors at a regular Board meeting, and the officer shall serve until end of the calendar year term.  The Executive Committee shall act as the nominating committee for the vacancy.  Whenever a vacancy shall occur in the office of President, for any reason other than expiration of term, the Vice-President shall automatically and immediately advance to the office of President and shall serve until end of the calendar year term.

Section 5. Compensation. Officers and/or Directors, except for the Executive Director (see Article VI, Section 10), shall not be entitled to compensation for services rendered in such capacity except for necessary actual expenses approved by the Board of Directors.

Section 6. President. The President shall preside at all meetings; shall have general supervision and direction of all officers, agents, consultants, contractors, and employees; shall see that all orders and resolutions of the Board are carried out; and, in general, shall exercise all powers and perform all other duties as may be assigned by the Board.

Section 7. Vice-President. The Vice-President shall assist the President and shall perform such duties as may be assigned by the Board or the President.  In the absence or disability of the President, the Vice-President shall execute the powers and perform the duties of the President unless otherwise provided by the Board.

Section 8. Secretary. The Secretary shall act as Secretary of all meetings of the Board, and shall exercise all powers and perform all other duties as, from time to time, may be assigned.

Section 9. Treasurer. The Treasurer shall keep records showing accurately the OACVB’s financial condition, and shall provide a true statement of the OACVB accounts at each regular meeting: and exercise all powers and perform all other duties as, from time to time, may be assigned.

Section 10. Executive Director. The Board of Directors may appoint an Executive Director, who need not necessarily be an OACVB member. The Executive Director shall hold office for such period and shall perform such duties as the Board of Directors shall determine, under the supervision of the Board President.  The rate of compensation for the Executive Director, if any, shall be fixed by the Board of Directors.

Section 11. Nominating Committee. The President shall appoint a three-person Nominating Committee at least ninety (90) days prior to the annual election.  The Nominating Committee Members cannot select themselves, except for those incumbent OACVB officers who are eligible for reelection or advancement to the next office as specified in Article VI, Sections 2 and 3. The Nominating Committee shall file its report to the Board of Directors at least fourteen (14) days prior to the annual election. The slate will then be presented to the Directors for their consideration at the annual election.  Additional nominations for any office are permitted to be made from the floor, without prejudice, by any member of the Board of Directors at the annual election.

ARTICLE VII: GENERAL BUSINESS PRACTICES

Section 1. Robert’s Rules of Order. Where the Code of Regulations do not cover a particular situation or is in variance with law, then Robert’s Rules of Order (Revised) shall prevail.

Section 2. Indemnification.  Every member of the Board of Directors the Executive Committee, officer, member of a committee, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by, or imposed in connection with any proceeding to which they may be made a party, or in which they may become involved by reason of their being or having been a member of the Board of Directors, the Executive Committee, officer, member of a committee, or employee of the Association or any settlement thereof, whether or not they are a member of the Board of Directors, the Executive Committee, officer, member of a committee or employee at the time such expenses are incurred, except in cases wherein the committee or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member’s of the Board of Directors, the Executive Committee, officer, member of a committee or employee be entitled.

Section 3. Insurance. The Executive Committee may secure and maintain such policies of insurance as it may consider appropriate to insure any person who is serving or has served as a member of the Board of Directors, the Executive Committee, officer, member of a committee or employee against liability and expense arising out of any claim of breach of duty, error, misstatement, misleading statement, omission or other acts done or attempted solely by reason of their being such a member of the Board of Directors, the Executive Committee, officer, member of a committee or employee of the Association and to insure the Association against liability by reason of foregoing indemnity.

ARTICLE VIII: DISSOLUTION

Section 1. Dissolution. The members of the OACVB may determine the need to dissolve the Association at a special meeting called by the Executive Committee, and two additional OACVB members who are not members of the Executive Committee.  Every OACVB member in good standing shall then be given a thirty (30) day written notice of  the special meeting, with notice stating the reason for said meeting. Following discussion at this special meeting, a 2/3 majority vote of full membership is required to dissolve the Association. Following the affirmative vote of dissolution the members of the Association must comply with seven requirements below to complete the dissolution process. Disbursements shall be made in order of importance with number 1. being most important and 7. being least important.

  1. Any regulation by the Ohio Secretary of State’s office in terminating an association be followed.
  2. All outstanding contracts must be terminated per said contract.
  3. All association outstanding bills be paid in full.
  4. A financial statement prepared by the accountant for members and the IRS.
  5. All office equipment and inventory be donated to a non-profit or sold.
  6. A permanent home for the OACVB’s permanent records be found.
  7. After items number 1. through 6. are completed and all debts and obligations fulfilled, then:  All accounts shall be closed with remaining monies either being donated to an IRS Tax Exempt 501 (c)(3) non-profit organization or divided among the IRS Tax Exempt 501 (c) non-profit OACVB members organizations in good standing at the time of dissolution.

ARTICLE IX: AMENDMENTS

Section 1. Amendments. The Code of Regulations may be altered, amended, and/or repealed from time to time by a majority vote of the Directors present at any regular or special meeting provided that written notice of said meeting, accompanied with suggested changes, shall have been sent to each Director at least thirty (30) days prior to said meeting.

  • Amended October 5, 1998
  • Amended November 6, 1991
  • Amended September 20, 1995
  • Amended January 22, 1998
  • Amended March 18, 1999
  • Amended  November 15, 2001
  • Amended  November 20, 2008