OAASC Code of Regulations

ARTICLE I
MEMBERS

Section 1.1 Initial Members

The Association shall initially have ten (10) Members. Such number of Members may be increased, without amendment to these Code of Regulations, in the event of the admission of additional Members as provided in Section 1.2. Similarly, the number of Members may be less than such initial number of Members, without amendment to these Code of Regulations, in the event that the term of a Member ends as provided in Section 1.4 or a Member resigns as provided in Section 1.6.

Section 1.2 Organization Members

A prospective Organizational Member meeting the qualifications for Membership provided in section 1.2 (I) and upon the approval of the Board of Trustees  shall become an Organizational Member of the Association. The names, addresses and dates of acceptance of such Organizational Members shall be set forth in the OAASC Member Roster.

I.Qualifications for Organizational Membership

a) Application: Prospective Organizational Member shall complete and submit an application. Applications can be obtained by contacting the Association.

b) Membership Dues: Each Organizational Member shall pay Membership dues to the Association in accordance with Article X.

c) Compliance with Articles and Code of Regulations: Each Organizational Member shall comply with the terms and provisions of the Association's Articles of Incorporation Article (XII), these Code of Regulations and other agreements entered into with the Association.

d) Ohio Licensure: Each Organizational Member shall own and or operate a facility licensed to operate as an ambulatory surgical facility (an "ASC") in the State of Ohio licensed by and in good standing with the Ohio Department of Health. [For purposes of these Code of Regulations, if a particular entity owns and or operates more than one ASC, each ASC shall be considered a separate Member].

e) Other Qualifications: Each Organizational Member shall meet such other qualifications as established by the Board of Trustees prior to the Organizational Member's admission. Approval of membership in the OAASC is solely under the discretion and approval of the Board of Trustees.

II. Term of Organizational Membership

The term of each Organizational Member shall continue until: (a) its resignation; or (b) its termination for failure to comply with the terms and provisions of the Articles of Incorporation, these Code of Regulations, or other agreements entered into with the Association, within 30 days after being requested to do so by the Association, whichever of the foregoing is the first to occur.

III. Organizational Membership Participation

A. An Organizational Member shall be:

a) On all mailing, fax lists and e-mail lists.

b) Entitled to attend regional meetings and seminars at discounted Member prices.

c) Entitled to use any other educational/consulting/informational services available.

d) Allowed to have Membership on Committees.

IV. Transfer of Organizational Membership; Change of Control

An Organizational Member may transfer its Membership in the Association, provided that (a) the transferee meets all of the qualifications for an Organizational Membership described in Section 1.2 (I); (b) the Organizational Member provides a letter to the Association at least twenty (20) days prior to the transfer; and (c) the transfer is permitted by law. For purposes of these Code of Regulations, a "change of control" of an Organizational Member shall be deemed to be a transfer of its Organizational Membership in the Association. As used herein, a "change of control" of a Member shall mean (i) the sale, transfer and/or issuance of a majority of the Membership or ownership interests in the Member or its parent organization to a person that does not, as of the date the Member is accepted as an Organizational Member, currently hold a Membership or ownership interest in the Member or its parent organization, (ii) the merger, consolidation or affiliation of the Member with or into another entity, (iii) the sale of all or substantially all of the assets of the Member to an entity which is not, as of the date of this Agreement, currently Affiliated with the Member, or (iv) management of the Member being taken over by a person which is not, as of the date the Member is accepted as a Member, currently Affiliated with the Member. Once this transfer of Organizational Membership has been approved by the Membership review Committee it shall be announced at the next Board of Trustees meeting.

V. Resignation of Organizational Members

Any Organizational Member may resign by filing a written resignation to the Association, which shall be reviewed by the Membership review-Committee of the Association. Such resignation shall not relieve such Member of the obligation to pay any Membership dues or other amounts, if any, theretofore accrued and unpaid. Resignation shall not relieve the Member from any obligation resulting from the Member entering into one or more contractual arrangements with the Association. Once the resignation has been reviewed, it shall then be announced at the next Board of Trustees meeting.

Section 1.3 Provisional Membership

A prospective Provisional Member meeting the qualifications for Membership provided in Section 1.2 (I)(a)(b)(c)(e) and 1.3 (a)(b) and upon the approval of the Membership review Committee shall become a Provisional Member of the Association for one year. The names, addressees and dates of acceptance of such Members shall be set forth in the OAASC Member Roster as well as be announced at the next Board of Trustees Meeting.

 

I. Qualifications for Provisional Membership

a) Development: the organization is making serious efforts to develop an ambulatory surgery center, and presents evidence as such to the OAASC Board or construction of the ASC is in progress (Note: serious effort may include, but not limited to: 1) forming a legal entity 2) soliciting investors 3) purchasing land and/or commencement of construction 4) contracting with a developing group 5) hiring key staff 6) performing services but is temporarily not able to obtain an ASC license.

b) License Application: A license application with the State of Ohio will be filled within one hundred and eighty days (180) after granting of the Provisional Membership.

II. Provisional Membership Participation

 

A. A Provisional Member shall have all the benefits as members listed in Section 1.2 (A)(a)(b)(c) and shall be:

a) Allowed to have Membership on Committees at the discretion of the Executive Committee.

b) Allowed to apply for a one (1) year extension. The extension request will be reviewed and approved by the Membership review Committee then announced at the next Board meeting.

 

B. A Provisional Member shall not be:

a) Allowed to send a voting representative or a proxy.

b) Allowed to have a Board seat or a position as an officer.

c) Penalized if the Provisional Member becomes a Member during that year, dues already paid may be subtracted from regular Membership dues.

III. Resignation of Provisional Members:

Any Provisional Member may resign by filing a written resignation to the Association, which shall be reviewed by the Membership review Committee of the Association. Such resignation shall not relieve such Provisional Members of the obligation to pay any Membership dues or other amounts, if any theretofore accrued and unpaid. Resignation shall not relieve the Member from any obligation resulting from the Member entering into one of more contractual arrangements with the Association.

Once the resignation has been approved it shall then be announced at the next Board of Trustees meeting.

Section 1.4 Associate Membership

A prospective Associate Member meeting the qualifications for Membership provided in Section 1.2 (I)(a)(b)(c)(e) and 1.4 (I)(a) and upon the approval of the Membership review Committee shall become an Associate Member of the Association. The names, addresses, and dates of acceptance of such Members shall be set forth in The OAASC Member Roster as well as be announced at the next Board of Trustees Meeting.

I. Qualifications for Associate Membership

a) Non-licensed: individuals and entities shall be in the business of ambulatory surgery delivery, not licensed in the state of Ohio as a free standing surgical facility.

II. Associate Membership Participation

A. An Associate Member shall have all the benefits as members listed in

Section 1.2 III (A)(a)(b)(c) and shall be:

a) Allowed to have Membership on Committees at the discretion of the Executive Committee.

B. An Associate Member shall not be:

a) A voting representative or a proxy.

b) Allowed to have a Board seat or a position as an officer.

 

III. Resignation of Associate Members:

Any Associate Member may resign by filing a written resignation to the Association, which shall be reviewed by the Membership review Committee of the Association. Such resignation shall not relieve such Associate Members of the obligation to pay any Membership dues or other amounts, if any, theretofore accrued and unpaid. Resignation shall not relieve the Member from any obligation resulting from the Member entering into one or more contractual arrangements with the Association. Once the resignation has been approved it shall then be announced at the next Board of Trustees meeting.

Article II
MEETINGS

Section 2.1 Meeting

The annual meeting of the Members, beginning with the year 2001, shall be held in February of each year at the office of the Association, or at such other place and at such time as may be provided by resolution of the Board of Trustees. Special meetings of the Members may be held at anytime on the call of the Chair, the Board of Trustees or by a majority of the Members. Special meetings shall be held at the office of the Association or at such other place as may be provided by resolution of the Board of Trustees.

Section 2.2 Notice of Meetings

Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, stating the purpose or purposes for which the meeting is called, shall be given at least fourteen (14) days, but not more than sixty (60) days, prior to the date of the meeting, by or at the direction of the Secretary, or other authorized person, to each Member entitled to vote at such meeting. If the Secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

Section 2.3 Waiver of Notice

Notice may be waived in writing by a Member, either before or after any meeting for which notice is required. Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 2.4 Participation at Meetings by Conference Telephone

Members may participate in and act at any meeting of the Members through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting by such means shall constitute attendance and presence in person at the meeting.

Section 2.5 Informal Action

Any action required to or which may be taken at a meeting of the Members may be taken without a meeting if a written consent in lieu of such meeting, setting forth the action so taken, is signed by all the Members who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Association.

Section 2.6 Quorum and Manner of Voting

The presence of an authorized representative of a majority of the Members in person or by proxy shall constitute a quorum at an annual or special meeting of the Members. Each Member shall be entitled to one (1) vote upon each matter submitted to a vote at an annual or special meeting of Members. Except as otherwise provided in the Articles of Incorporation, these Code of Regulations or applicable Ohio law, the affirmative vote of a majority of the Members voting in person or by proxy at a meeting at which a quorum is present in person or by proxy shall be necessary for the adoption of any matter voted upon by the Members.

However, notwithstanding anything to the contrary in these Code of Regulations, the following major decisions shall require approval of at least a majority of the total number of Members:

a) Any sale, transfer, exchange or other disposition of all or substantially all of the assets of the Association; and

b) Any merger or consolidation or dissolution of the Association.

Section 2.7 Proxies

Each Member who is entitled to attend and vote at a meeting of the Members, or to execute consents, waivers or releases thereat, may be represented at such meeting, vote thereat, execute and deliver such consents, waivers or releases, and exercise any of his or her other rights as a Member, by proxy or proxies appointed by a writing signed by such Member, which writing need not be sealed, witnessed or acknowledged.

ARTICLE III
BOARD OF TRUSTEES

Section 3.1 General Powers

Except as otherwise provided by the laws of the State of Ohio or by these Code Regulations, the Board of Trustees shall have full and complete authority, power and discretion to manage and control the business, affairs, and properties of Association, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Association's business. The Board of Trustees shall manage or cause to be managed the business, affairs and properties of the Association in a prudent and businesslike manner and shall devote such time to the Association's affairs as the Trustees shall in their discretion exercised in good faith determine is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that Trustees shall not be required to devote their entire time or attention to the business of the Association.

Section 3.2Composition of the Board of Trustees

  • (a) Initial Trustees: During the period beginning on the date of incorporation of this Corporation and ending on the date of the first annual meeting of the Members of the Association (the "Initial Period"), the Trustees elected by the initiator(s) (the "Initial Trustees") shall serve as the Trustees of the Association. Each Initial Trustee shall hold office until the end of the Initial Period, until his or her successor is appointed and qualified, or until his or her earlier death, resignation, or removal.
  • (b) Number of Trustees After Initial Period: Unless or until changed by the Members in accordance with Article XII hereof, after the Initial Period, the Association shall have sixteen (16) Trustees, who shall be elected by the Members at the annual meeting of Members from the slate of candidates presented to them by the Nominating Committee and such other candidates who may be nominated by one (1) or more Members at the annual meeting; provided, however, that the Board of Trustees shall at all times be comprised of at least two (2) Trustees Affiliated (by ownership, employment, contract or otherwise) with Members operating ASCs in the Northeast Region, Northwest Region, Southeast Region and Southwest Region (each a "Region"), the other eight (8) Trustees shall be considered "at large" representatives. For purposes of these Code of Regulations, Interstate Route 71 and Interstate Route 70 shall serve as the boundaries in connection with defining the areas included within each of the Regions.
  • (c) Term of Office: Of the initial sixteen (16) Trustees elected by the Members pursuant to subsection (b), the Nominating Committee shall designate eight (8) Trustees, each of whom shall serve as Trustee until the third annual meeting of the Members following his or her election and until his or her successor is appointed and qualified, or until his or her earlier death, resignation, or removal from office ("Three-Year Term"). Each of the remaining eight (8) Trustees shall serve until the second annual meeting of the Members following his or her election and until his or her successor is appointed and qualified, or until his or her earlier death, resignation, or removal from office ("Two-Year Term"). Any Trustee thereafter elected by the Members upon the expiration of Trustee's term of office shall serve for a Three-Year Term.
  • An individual may serve as Trustee for a maximum of two (2) consecutive Three (3) - Year Terms and may not be re-elected to the Board of Trustees for a period of one (1) year after the expiration of his or her second Three-Year Term of office. [Note: This would not count first Two-Year Term nor would it count any partial terms (e.g., if replaced a Trustee mid-term)]
  • (d) Nomination/Slate of Candidates: Any Member operating an ASC in a particular Region may nominate one (1) or more individuals associated with that Member or another Member operating an ASC in the same Region as a candidate for a position on the Board of Trustees for that geographic region to be filled by the Members at an annual meeting of the Members by presenting a petition to the Secretary of the Association at least thirty (30) days before the annual meeting at which such position is to be filled. In addition, any Member may nominate one (1) or more individuals associated with that Member or another Member as a candidate for an at-large position on the Board of Trustees to be filled by the Members at an annual meeting of the Members by presenting a petition to the Secretary of the Association at least thirty (30) days before the annual meeting at which such a position is to be filled. Any such petition presented to the Secretary shall be signed by the nominating Member and the candidate or candidates being nominated, designate an individual to whom correspondence regarding the petition should be sent ("responsible party") and disclose any conflicts of interest of such candidate or candidates relative to the Association. Each petition delivered to the Secretary of the Association hereunder shall be submitted to the Nominating Committee for review and consideration. The party designated as the responsible party in such petition shall provide the Nominating Committee with such information concerning the qualifications of the proposed candidate or candidates named in the petition to be a Trustee that the Nominating Committee may in good faith reasonably request, including, but not limited to, information concerning any possible conflicts of interest which the proposed candidate may have with serving as a Trustee.

By selecting from the list of individuals nominated by the Members for each region or at large pursuant to this subsection (d), the Nominating Committee shall develop a slate of candidates consisting of one (1) candidate for each of the Trustee positions to be filled at least three (3) weeks in advance of the annual meeting of Members. The slate of candidates will be submitted to the Members for their approval at the annual meeting of Members (ballots will be emailed to members who are unable to attend the annual meeting for their vote).

Section 3.3 Resignations

Any Trustee may resign at any time by giving written notice to the Board of Trustees, the Chair or the Secretary of the Association. Such resignation shall take effect when the notice is received unless the notice specifies a future date. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

In addition, a Trustee will be deemed to have resigned effective upon (a) the discontinuance of the Trustee's Association (through ownership, employment, contract or otherwise) with a Member who serves as the basis for the Trustee serving on the Board of Trustees; or (b) the Member with whom the Trustee is associated ceasing to be a Member of the Association. Acceptance of resignation may be waived by the Executive Committee to allow for such Trustee to continue with the Board of Trustees for a time period not to exceed six (6) months from the date of discontinuance of the Trustee's Association or cessation of membership.

Section 3.4 Removal

Any Trustee may be removed with cause at any time by the affirmative vote of three-fourths (3/4) of the Board of Trustees.

Section 3.5 Vacancy

Whenever any vacancy shall occur among the Trustees, the remaining Trustees shall constitute the Trustees of the Association until such vacancy is filled. Any vacancy occurring for any reason in the office of a Trustee shall be filled by the remaining Trustees. Any Trustee so elected shall hold office until the next annual meeting of the Members, at which time a new Trustee shall be elected by the Members in accordance with Section 2.1, to serve for the expired term of his or her predecessor in office, or, if such term expires at such annual meeting, for a new term of office.

Section 3.6 Annual and Regular Meetings

Regular meetings of the Board of Trustees, including the annual meeting, shall be held at such time and place as may be determined by the Board. No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Trustees.

Section 3.7 Special Meetings

Special meetings of the Board of Trustees may be held at any time on the call of the Chair of the Association or at the request of any six (6) Trustees. Special meetings of the Board of Trustees may be held at such place as shall be specified or fixed in the call for such meeting or notice thereof. Notice of each special meeting, specifying the date, time, and place shall be given by or at the direction of the Secretary to each Trustee at least fourteen (14) days, but not more than sixty (60) days, before the day on which the meeting is to be held. In the case of a special meeting of the Board of Trustees, the notice shall specify the general nature of the business to be transacted.

Section 3.8 Waiver of Notice

Notice may be waived in writing by a Trustee, either before or after any meeting for which notice is required. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where the Trustee attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.

Section 3.9 Quorum; Voting

The presence of at least two-thirds (2/3) of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. The affirmative vote of a majority of the Trustees at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Board of Trustees. If a quorum is not present at any meeting of the Board of Trustees, the Trustees present may adjourn the meeting, without notice other than the announcement at the meeting, until a quorum is present.

Section 3.10 Participation at Meetings by Conference Telephone

A Trustee must participate in and act at a minimum of three (3) regular meetings of the Board of Trustees each year through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting by such means shall constitute attendance and presence in person at the meeting.

Section 3.11 Informal Action

Any action required to or which may be taken at a meeting of the Board of Trustees may be taken without a meeting if a written consent in lieu of such meeting, setting forth the action so taken, is signed by all of the Trustees in office and filed with the Secretary of the Association. Such action is effective when the last Trustee signs the consent unless the consent specifies a different effective date.

Section 3.12 Board Reimbursement

Board of Trustees shall be reimbursed $35.00 for travel or other expenses for their attendance during the annual board meeting and regular scheduled meetings of the board. Board of Trustees shall also be reimbursed for one (1) overnight hotel accommodations, not to exceed $200.00, for their attendance at the Strategic Planning Meeting held once every other year.

ARTICLE IV
OFFICERS

Section 4.1 Designation, Appointment and Term of Office

The officers of the Association shall consist of a Past Chair, Chair, Vice Chair, Secretary, and Treasurer, and such other officers and assistant officers as the Board of Trustees may authorize. The officers shall be elected by the Board of Trustees at its annual meeting, to hold office for one (1) year and until their successors have been duly elected and qualified, or until their death, resignation or removal. Only Trustees of the Association are qualified to serve as officers of the Association, except that a non-Trustee may serve as Treasurer. An individual may serve for a maximum of two (2) consecutive terms in any one office other than Treasurer (for which there is no limit). Each officer shall be required to fully and faithfully perform the duties associated with his or her office.

Section 4.2 Past Chair

The Past Chair shall serve on the Executive Committee and shall perform such other duties as may be assigned to him or her from time-to-time by the Chair of the Board.

Section 4.3 Chair

The Chair shall perform all duties normally associated with the office of president, and shall chair all meetings of the Board of Trustees and Members. He or she shall have general superintendence of all other officers of the Association and shall see that their duties are properly performed. He or she shall from time to time report to the Board of Trustees regarding all matters within his or her knowledge which the interests of the Association may require to be brought to the Board's attention, and shall perform such other duties as may be assigned to him or her from time to time by the Board of Trustees.

Section 4.4 Vice Chair

In the absence of the Chair or in the event of his inability or refusal to act, the Vice Chair shall perform the duties of the Chair. The Vice Chair shall also perform those other duties which from time to time may be assigned to him or her by the Chair of the Board.

Section 4.5 Secretary

The Secretary shall give, or cause to be given, where required, notice of all meetings of the Members and of the Board of Trustees unless notice thereof is not required under these Code of Regulations or is waived; shall supervise the custody of all records and reports of the Association; and shall be responsible for the keeping and reporting of adequate records of all meetings of the Members and of the Board of Trustees. In addition, the Secretary shall be the custodian of the seal, if any, of the Association. The Secretary also shall perform such other duties as may be assigned to him or her from time to time by the Board of Trustee.

Section 4.6 Treasurer

The Treasurer shall provide oversight and direction in the keeping of full and correct account of receipts and disbursements in the books belonging to the Association, in the depositing or investing of funds and other valuable effects of the Association, in such manner as shall be determined by the Board of Trustees. The Treasurer shall be responsible for recommending to the Executive Committee the annual operating budget for the Association after approval by the Executive Committee. He or she shall dispose of funds of the Association as may be ordered by the Board, and shall render to the Chair of the Board of Trustees, upon request, an account of all the Association's transactions and of the financial condition of the Association. He or she shall also present at each annual meeting of the Board of Trustees of the Association an annual report of the financial condition of the Association. The Treasurer shall also perform such other duties as may be assigned to him or her from time to time by the Board of Trustees.

Section 4.7 Resignation

Any officer may resign at any time by giving written notice to the Board of Trustees, the Chair or the Secretary of the Association. Such resignation shall take effect when the notice is received unless the notice specifies a future date; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If a Trustee who is also an officer of the Association resigns from the Board of Trustees (including by reason of a deemed resignation, as described in Section 3.3), such resignation shall constitute simultaneous resignation of his or her position as an officer of the Association. Except when resignation is waived by the Executive Committee as described in Section 3.3.

Section 4.8 Removal

Any of the officers of the Association may be removed, with cause, at any time by the Board of Trustees. If a Trustee who is also an officer of the Association is removed from the Board of Trustees, such removal shall constitute simultaneous removal from his or her position as an officer of the Association.

Section 4.9 Vacancies

Any vacancy in any office occurring for any reason shall be filled by the Board of Trustees in a manner and at such time as the Board of Trustees determines appropriate.

Section 4.10 Executive Director

In addition to the foregoing, the Board of Trustees may hire an Executive Director of the Association to manage and oversee the day-to-day operations of the Association. The Executive Director shall perform his or her duties for the Association under the direction of the officers of the Association, subject to the oversight of the Board of Trustees, and in accordance with the terms and conditions of any contractual arrangement entered into between the Association and the Executive Director. The Executive Director shall be compensated for his or her performance of duties for the Association as mutually agreed to by the Board of Trustees and the Executive Director. The Executive Director shall serve as a non-voting trustee of the Association and under the discretion of the Board of Trustees, attend and participate in discussions at meetings of the Board of Trustees.

ARTICLE V
COMMITTEES

Section 5.1 Committees

The Board of Trustees may form one (1) or more Committees to perform various designated tasks and/or functions. The Board of Trustees shall appoint at least three (3) Trustees of the Association to serve on any such Committee. Without limiting the generality of the foregoing provisions, the Committees formed by the Trustees shall include but are not limited to the following:

  • (A) Executive Committee: The Executive Committee shall consist of the officers of the Association. The Executive Committee shall have such duties and authority as delegated to such Committee from time to time by the Board of Trustees.
  • (B) Reimbursement Committee: The Reimbursement Committee is responsible for developing and/or reviewing recommendations from the Committee or other entities to enhance reimbursement opportunities for Member surgery centers. Policy recommendations from the Committee may include changes to Medicare, Medicaid, Bureau of Workers Compensation, private insurance, private pay and any other reimbursement source. Members will make recommendations to the Board of Trustees.
  • (C) Government Affairs Committee: The Government Affairs Committee advocates for legislation and regulation that enhances the provision of care provided by Member surgery centers. The Committee will develop and/or review state and federal legislation/regulations and make recommendations to the Board of Trustees.
  • (D) Quality and Clinical Outcomes/Web site Enhancement Committee: The Quality and Clinical Outcomes/ Web site Enhancement Committee is responsible for benchmarking data collection and Web site enhancement. Committee Members will determine appropriate data sources, collection processes, review methodologies and dissemination strategies for benchmarking. In addition, the committee will be involved in providing quality, updated and informative material for the Web site. All final recommendations will be made to the Board of Trustees.
  • (E) Membership/Committee: The Membership Committee is responsible for the review of all applications for Membership and confirmation that all qualifications have been met for Membership. All final recommendations will be made to the Board of Trustees.
  • (F) Education Committee: The Education Committee shall be responsible for the development of educational programs to enhance mentoring of members to enhance association leadership and board development.
  • (G) Nominating Committee: The Nominating Committee, which is chaired by the past Board of Trustee Chairman, shall be a standing Committee responsible for recommending to the Members candidates to serve as Trustees. The Board of Trustees shall elect four (4) Trustees to serve as Members of the nominating Committee, one of which is the Board's Past Chair.
  • (H) Finance Committee: The Finance Committee is responsible for developing fiscal policies and investment proposals to include but not limited to; operational, unrelated business, retaining earning investments and future unrelated business income guidelines.

Section 5.2 Solicitation of Advice

Any Committees appointed pursuant to Section 5.1 may solicit advice from or consult with any person that such Committee deems necessary to carry out its designated purposes and functions.

Section 5.3 Advisory Nature of Committees

Action or recommendations by any Committee shall be advisory and shall not have effect unless approved by the Board of Trustees. The Board of Trustees may act to assign certain decision making powers to any Committee with the understanding that any decision made by said Committee may be reviewed by the Board of Trustees at any time.

Section 5.4 Responsibility of the Board of Trustees

The designation of any Committee and the delegation of authority thereto does not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by law.

Section 5.5 Term

All individuals appointed to Committees shall serve for one (1) year terms or until a successor is appointed. Committee Members may serve for more than a one (1) term, if so appointed.

Section 5.6 Removal/Resignation

Any Committee Member may be removed by the vote of the Board of Trustees in accordance with Section 4.8 of these Code of Regulations. Any Committee Member may resign by giving written notice to the Board of Trustees unless otherwise agreed to by the Board of Trustees at the time. Any Trustee serving as a Member of a Committee will be deemed to have resigned from the Committee if he or she ceases to be a Trustee.

Section 5.7 Vacancy

Vacancies in the Membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments to the Committee. Such successor shall serve for the balance of the term of the Committee Member who has been removed or who has resigned.

Section 5.8 Quorum

Unless a resolution by the Board of Trustees or these Code of Regulations require a greater number, a majority of the Members of any Committee shall constitute a quorum for Committee action at any meeting of the Committee, and the affirmative vote of a majority of all Committee Members entitled to vote shall be necessary for any Committee action.

Section 5.9 Minutes of Committees

Each Committee shall keep regular minutes of its meetings and preserve evidence of the written approval of all Members of the Committee of informal action taken by the Committee. All actions by any Committee shall be reported to the Board of Trustees at the Board of Trustees' meeting next following such action and shall be subject to the revision and alteration of the Board of Trustees.

Section 5.10 Committee Chairs and Secretaries

The Board of Trustees Chairman shall appoint a Chair of the each Committee, and each shall hold that position for the term of one (1) year unless such Member earlier resigns or is removed; provided, however, that a Committee Chair or Secretary may serve for more than one (1) term if so appointed. The Chair shall preside over the conduct of the meetings of the Committee and shall call regular meetings. The Committee shall keep minutes of the meetings pursuant to Section 4.9 and shall call special meetings.

Section 5.11 Participation at Meetings by Conference Telephone

Committee Members may participate in and act at any Committee meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Minutes of these meetings shall be documented pursuant to Section 4.9.

Section 5.12 Meetings of Committees

Subject to action by the Board of Trustees, each Committee by majority vote of its Members shall determine the time and place of Committee meetings and the notice required. Minutes of these meetings shall be documented pursuant to Section 4.9.

Section 5.13 Informal Action

Any action required to or which may be taken at a meeting of a Committee may be taken without a meeting if consent in lieu of such a meeting, setting forth the action so taken, is signed by all of the Committee Members and filed with the Secretary of the Association. Such action is effective when the last Committee Member signs the consent, unless the consent specifies a different date.

ARTICLE VI
CONFIDENTIALITY AND CONFLICT OF INTEREST

To preserve the confidentiality and strategic goals of the Association, any Trustee, officer, or Committee Member of the Association who also serves in a leadership, fiduciary, employee or sensitive role in any organization deemed by the Board of Trustees to be either of a competitive or conflicting nature must immediately act to remove the perception of conflict of interest, either by: a) resigning from the Association's Board of Trustees or Committee; or b) resigning from the leadership, fiduciary, employee or sensitive role in the other organization in question. Additionally, all of the Association's Trustees, officers and Committee Members must commit to keeping all sensitive information of the Association confidential.

Furthermore, recognizing that the Trustees, officers and Committee Members have a duty of loyalty and fidelity to the Association and that they must govern the Association's affairs honestly and economically exercising their best care, skill and judgment for the benefit of the Association, to avoid even the appearance of impropriety, the Trustees, officers and Committee Members of the Association shall disclose to the Board of Trustees any situation wherein the Trustee, officer or Committee Member has a conflicting interest or duality of interest that could possibly cause that person to act in other than the best interests of the Association.

Except as otherwise provided in the first paragraph of this Article VI, any Trustee, officer or Committee Member having a conflicting interest or duality of interest in any transaction shall follow the following procedures:

a) Any Trustee or Committee Member having a known duality of interest or possible conflict of interest in any matter should make a disclosure of such conflict to the other Trustees or Committee Members. Such Trustee or Committee Member should not vote or use his or her personal influence on the matter, but such Trustee or Committee Member may be counted in determining the quorum for the meeting. The minutes of the meeting should reflect the making of the disclosure, the abstention from voting and the quorum situation.

b) Any officer having a known duality of interest or possible conflict of interest on any matter before such officer for administrative action shall report the conflict to the Chair or the Vice Chair. Such officer shall abstain from taking any administrative action on such matter.

The above requirements shall not be construed as preventing any Trustee, officer or Committee Member from briefly stating his or her position on the matter, nor from answering pertinent questions of the Board of Trustees, Committee Members or other officers.

To this end, the Board of Trustees of the Association will require that each Trustee, officer, and Committee Member complete a Confidentiality and Conflict of Interest Agreement prior to their undertaking their role with the Association and annually thereafter. This agreement (a) will list those organizations deemed competitive and conflicting by the Board of Trustees and may be updated from time to time at the discretion of the Board of Trustees and (b) will require the disclosure to the Board of Trustees of any situation which the Trustee, officer or Committee Member has a conflict of interest or duality of interest that could possibly cause that person to act in other than the best interest of the Association.

ARTICLE VII
LIMITATION OF PERSONAL LIABILITY OF TRUSTEES

A Trustee of this Association shall not be personally liable, as such, for monetary damages for any action taken or any failure to take action, except as required under Section 1702.55 of the Ohio Revised Code, as amended from time to time, or any successor provisions, or if the breach or failure to perform his or her duties constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Trustee pursuant to any criminal statute or the liability of a Trustee for the payment of taxes pursuant to federal, state or local law. Any modification or repeal of this Article VII shall not adversely affect any right or protection of a Trustee existing hereunder with respect to any act or failure to act of such Trustee occurring prior to the effective date of such modification or repeal.

ARTICLE VIII
INDEMNIFICATION

Section 8.1 Third-Party Actions

In accordance with applicable Ohio law, the Association shall indemnify any person who was or is a party threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association), by reason of the fact that he or she is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another domestic or foreign Association for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 8.2 Derivative Actions

In accordance with applicable Ohio law, the Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Association or is or was serving at the request of the Association as a representative of another domestic or foreign Association for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification hereunder shall be made in respect of any of the following:

a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as a court of common pleas or such other court considers proper; or

b) Any action or suit in which said liability is asserted against a Trustee and that liability is asserted only pursuant to Section 1702.55 of the Ohio Revised Code, as amended from time to time or any successor provisions.

Section 8.3 Advancing Expenses

Upon the request of the representative of the Association and in accordance with applicable Ohio law, expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this Article VIII may be paid by the Association in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Association as authorized in this Article VIII or otherwise.

Section 8.4 Supplementary Coverage

The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of Members or disinterested Trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office.

Section 8.5 Power to Purchase Insurance

The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the Association or is or was serving at the request of the Association as a representative of another domestic or foreign Association for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against that liability under the provisions of this Article VIII.

Section 8.6 Duration and Extent of Coverage