Ohio Prospect Research Network

Bylaws

Adopted April 2022

These Amended and Restated Bylaws (the “Bylaws”) amend and restate those certain  Bylaws previously adopted by OPRN (as defined below) in April 2006. 

Article I – Name of Organization 

The name of the organization is the Ohio Prospect Research Network (OPRN) which will operate  as a local chapter of APRA. 

Article II – Purpose and Method 

OPRN is a local chapter of APRA, an international non-profit organization for people interested  in the field of prospect research. OPRN will facilitate education about prospect research, act as  a central source of information about prospect research, encourage professional development  among its members, and advance cooperative relationships. 

Article III – Membership 

Section A. Eligibility for Membership 

OPRN will be open to individuals who seek to foster a positive association with the community,  whose terms of affiliation will not be contrary to the goals of APRA, and who shall uphold the responsibilities and integrity of APRA without conflict of interest. 

OPRN welcomes members at any point in their career, from any context, and who represent a  range of backgrounds, thoughts, approaches, and experiences. We recognize that the  responsibility for excellence, diversity, and inclusion lies with everyone. OPRN supports the  collective empowerment of people of all races, ethnicities, religions, genders, sexual  orientations, gender identifications, abilities, sizes, incomes, marital statuses, ages, geographic  locations, philosophies, and veteran statuses, and recognizes that all members are equal. 

Section B. Determination of Membership Dues and Obligation to Pay 

Membership in OPRN carries a definite obligation to pay any membership dues and  assessments established by the Board of Directors (the “Board”). The Board shall determine the  procedures for application and admission to membership, may establish various categories of  membership and, in determining the dues payable in respect of each category of membership,  may distinguish among said categories. 

Section C. Suspension or Termination of Membership 

A member who does not pay the required membership dues, violates a standard of conduct  applicable to all members, or ceases, in the judgment of a majority of the Board, to meet the requirements of eligibility set forth in Section A, shall be subject to suspension or termination  from membership. The Board shall determine procedures for suspension or termination of  membership. 

Section D. Quorum and Voting 

Each member of OPRN shall have the right to vote on any matter before the members unless  such member is under suspension from membership or proceedings to terminate or suspend  the individual’s membership are pending before the Board. 

A majority of members must be present for a quorum to be met. A majority vote of the  members at any meeting at which a quorum is met shall be the act of the members. 

Section E. Meetings of the Members 

The members shall have an annual meeting to elect directors and transact other business. The  date, time, and place of such meeting shall be determined by the members.  

Any gathering, including OPRN conferences and virtual meetings, at which a quorum is met may  qualify as a member meeting provided that all members receive notice at least 10 days prior  describing the time, place, and proposed actions along with pertinent information, and eligible  voting means for any vote that is to occur.  

Additionally, a membership meeting may be conducted remotely and asynchronously through  electronic communications, such as emails, provided all members receive the same required  notice for a gathering and receive at least 10 days from the issuance of the notice to cast their  votes. For an asynchronous meeting to achieve a quorum, a majority of members must respond  to the issued notice, such as by casting a vote.  

Article IV – Board of Directors 

Section A. Board Membership 

The original authorized number of directors shall be fifteen (15). Thereafter, the Board shall be  of such number, not less than nine (9) and not more than fifteen (15). 

Section B. Meetings of the Board of Directors 

(1) The Board shall meet at least twice during the fiscal year and at other such times as may be  deemed appropriate by a majority of the sitting Board. Directors will be given appropriate  notice of meetings. Any director that is absent without cause from three (3) consecutive 

meetings may, upon consideration of the sitting directors, be removed from the Board. A  director may also be removed for other cause by a majority vote by the Board. The Board must  determine, in their judgment, whether the best interest of OPRN would be served by such  removal.  

(2) OPRN recognizes conference calls, and email discussions may qualify as mandated meetings  provided a record is kept, or receipts maintained of all attending. The Board retains the right to  expand this definition, as it deems necessary, in light of ever advancing technology. 

(3) The rules contained in the most recent edition of Robert’s Rules of Order may govern OPRN  in all cases to which they are applicable and in which they are not inconsistent with these  Bylaws or any special rules of order which OPRN may adopt.  

Section C. Quorum and Voting 

A majority of directors must be present for a quorum to be met. All current directors not facing  suspension or termination shall have one (1) vote on any matter before the Board, provided no  vote shall occur unless a quorum is met. 

Section D. Election of Directors 

(I) Terms of Office 

Each director shall be elected through a process of nomination to serve one (1) but not more  than three (3) consecutive terms, a term being three (3) years. A director may be re-elected to  an additional two consecutive terms so long as she/he is duly nominated by and elected  according to the provisions of these Bylaws. The terms of office shall conform to the fiscal year  ending December 31. 

After serving three consecutive terms, a director must take one (1) year off before they may be  nominated again to the Board. 

If, at the end of a term as President a director has served three consecutive terms, they may be  appointed by the sitting directors to one (1) additional year without election, so that they can  fulfill the duties of the office of Past President. 

(II) Elections and Nominations 

Directors shall be elected from a slate of nominations by a vote of the membership. Candidates  with the most votes will be elected to the Board. The nomination slate shall be created by the Past President or Board designee from among the membership and shall consist of members of  the organization who have expressed a willingness to serve, and who have met the eligibility  criteria set forth by the directors. Election of officers will be determined by a majority vote of  the newly constituted Board. 

(III) Vacancies 

If a director voluntarily resigns or is removed by a majority vote of the Board a vacancy shall  occur. Leave of absence shall not be granted to any director. When a vacancy occurs on the  Board prior to elections, the Board may nominate and confirm a new director to complete the  unexpired term. 

Section E. Officers 

(1) Election of officers shall be determined by a majority vote of the sitting Board.  (2) The officers shall form the Executive Committee and shall consist of President, Vice  President of Board Development, Treasurer, Secretary, and Past President. All members of the  Executive Committee must be members of APRA. 

(3) The term length of officers shall be one (1) year. An officer may hold a position for  additional terms if duly elected by the Board. 

(4) Officer duties are generally as provided below in these Bylaws and as further supplemented  by the Board Roles document. 

(5) A director having a conflict of interest involving OPRN shall refrain from voting on such  matter. No director shall use his/her position as a director for his/her own direct or indirect  financial gain. 

(6) The position of Vice President of Board Development is the President-Elect and will move  into the President’s position at the end of the fiscal year, December 31. 

President 

Basic Function and Responsibilities: To provide leadership for the organization to achieve its  purpose and method as stated in these Bylaws. 

Vice President of Board Development (President-Elect) 

Basic Function and Responsibilities: To assist the President in all duties when needed, to replace  the President if the President is unable to fulfill his/her duties or vacates office before the end  of his/her term in office, to assist with planning of board retreats as needed, and to orient new  directors to the Board. 

Past President 

Basic Function and Responsibilities: To serve as a resource to the Board and to OPRN in matters  relating to the organization. 

Secretary 

Basic Function and Responsibilities: To maintain written records of events of importance to the  organization and to communicate that information to constituencies needing that information,  for the purpose of promoting the goals of OPRN.

Treasurer (Includes Scholarships and Awards) 

Basic Function and Responsibilities: To handle the financial accounts for OPRN, to maintain  written records, to provide reports of financial activity, and to increase awareness of OPRN  through conference scholarships and the OPRN Distinguished Service Award. 

Section F. Committees 

The President or the Board shall be responsible for establishing committees to assist with the  operations of OPRN. The exact number, purpose, and composition of the committees shall be  determined by approval of the Board.  

Section G. Powers and Authority 

The Board shall have the ultimate authority to make and execute all rules, policies, and/or  decisions necessary in order to conduct the affairs of OPRN in an efficient manner. 

Article V – Amendments to the Bylaws 

Any member of OPRN may propose amendments to these Bylaws. Proposals shall be submitted  to the Board for review. At the Board’s discretion, proposals submitted shall be presented to  the membership, and may contain recommendations from the Board or a Committee  established for that purpose.  

These Bylaws may be amended by a majority vote of the Board and ratified by a majority of  votes cast by OPRN members, provided that notice containing the text of any proposed  amendment shall be sent to each voting member. 

Article VI – Dissolution of Organization 

Should OPRN be dissolved the Board will determine the distribution of the assets of the  organization in compliance with these Bylaws and OPRN’s Articles of Incorporation.