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OCPOA
 

Regulations Article III - Trustees

Section 3.01. Power and Authority of Trustees

Section 3.02. Provisions Relating to Trustees

Section 3.03. Quorum and Voting

Section 3.04. Notice of Meetings of Board of Trustees

Section 3.05. Meetings of Trustees

Section 3.06. Attendance and Participation at Meetings

Section 3.07. Action Without Meeting

Section 3.08. Honorary Trustees

Section 3.01. Power and Authority of Trustees
Except as otherwise provided by law, the Articles of Incorporation or these Regulations, all of the authority of the Corporation shall be exercised by the Board of Trustees. The Trustees serving hereunder shall have the power, authority and responsibilities of and shall perform the functions provided for Trustees under the Ohio Non-profit Corporation Law.

Section 3.02. Provisions Relating to Trustees
A. Number. There shall be – twelve (12) elected members of the Board of Trustees consisting of the Officers, the immediate past President, two members elected from each of the types of probation services (i.e. common pleas general division, municipal and juvenile courts), – and a community corrections act director. Past Presidents who are regular members of the association shall also serve as trustees with full voting privileges.

B. Nominations. Nominations for individuals to serve on the Board of Trustees must be members in good standing as indicated in section 2.01 and will be presented to the membership by a nominating committee. In addition, any member in good standing who wishes to place a member in nomination may do so.

C. Term and Election. Trustees shall be elected at a meeting of the members as provided in Section 2.05. Each trustee elected as set forth herein shall serve for a term of two (2) years or until his or her successor is elected. Trustees may be reelected.

D. Resignation and Removal. Any Trustee, by notice in writing to the Board of Trustees, may resign at any time. Any Trustee may be removed from office without cause by a majority vote of the Trustees. Any vacancies on the Board of Trustees may be filled for the remainder of the term by a replacement Trustee appointed by the President.The Corporation shall keep a membership book containing the name and address of each member and the date of admission to membership.

Section 3.03. Quorum and Voting
A.Quorum. Except as otherwise provided in the Articles of Incorporation or these Regulations, a majority of the Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Trustees.

B. Voting. Except as otherwise provided in the Articles of Incorporation or these Regulations, each Trustee then in office shall have (1) vote, and the vote of a majority of the Trustees present at a meeting at which a quorum is present shall constitute the action of the Board of Trustees. A majority vote of the trustees is binding on the association and no individual trustee can obligate actions of the association. raining fees for membership may be established from time to time by the Trustees. Annual training fees shall include voting privileges for the Chief Administrator of Probation Service as defined in section 2.01.

Section 3.04. Notice of Meetings of Board of Trustees
Notice of the place, date and time of each meeting of the Board of Trustees shall be given to each trustee not more than sixty (60) days nor less than two (2) days before the date of such meeting. Any notice referred to in this Section 3.04 may be given by any reasonable means and need not specify the purposes of the meeting, except with respect to a proposed action to removed a Trustee. Notice of any meeting shall be considered given if mailed or otherwise sent or delivered to the Trustee at his or her address specified in the records of the Corporation. The giving of notice shall be deemed to be waived by any Trustee who shall attend and participate in such meeting, other than to protest the lack of proper notice at or prior to such meeting, and may be waived, in writing, by any Trustee either before, at or after such meeting.

Section 3.05. Meetings of Trustees
A. Regular Meetings. Regular meetings of the Trustees, including the annual meeting, shall be at such place (within or without the State of Ohio), date and time as may be fixed by the Board of Trustees or by the President as authorized by the Board.

B. Special Meetings. Special meetings of the Board of Trustees may be called by the President or by any two (2) Trustees who deliver a written request to the Secretary for the calling of a meeting at least five (5) business days prior to the minimum notice period (as provided in Section 3.04) for the meeting to be called.

C. Emergency Meetings. Emergency meetings of the Board of Trustees may be called at any time by the President, or upon written request of a majority of the Board of Trustees.

Section 3.06. Attendance and Participation at Meetings
Trustees may attend and participate in any meeting of the Board of Trustees through any communications equipment if all persons participating can communicate with each other.

Section 3.07. Action Without Meeting
Any action which might be taken at any meeting of the Board of Trustees may be taken without such meeting by a writing or writings signed by all of the members of the Board. The writing or writings evidencing such action taken without a meeting shall be filed with the Secretary of the Corporation for insertion in the permanent records relating to meetings of the Board of Trustees.

Section 3.08. Honorary Trustees
In addition to the above-described voting Trustees, there may also be one or more Honorary Trustees who shall be entitled to attend meetings of the Board of Trustees or other activities of the Corporation as determined by the Board of Trustees. The Board of Trustees shall provide for the selection and privileges thereof, provided that such persons shall not be entitled to vote, shall not be counted for quorum purposes or for purposes of determining the number of Trustees and the failure of such persons to receive notice of a meeting of the Board of Trustees shall not affect the validity of a meeting. The Chief of the Ohio Adult Parole Authority or his or her designee and the Deputy Director of Parole, Courts, and Community Services of the Ohio Department of Youth Services or his or her designee shall serve as Honorary Trustees of the Corporation. The members may elect additional Honorary Trustees.

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