OHIO STATE SOCIETY OF ENROLLED A

The name of this organization is the Ohio State Society of Enrolled Agents, Inc. (Society). The Society is an affiliate of the National Association of Enrolled Agents, Inc (NAEA). The Society is a nonprofit corporation established under the laws of the State of Ohio.

1.02 – PRINCIPAL OFFICE

The Board of Directors (Board) may select a location for the principal office of the Society.

1.03 – PURPOSES

The purposes of the Society include:

a. Advancing and improving all aspects of the profession of Enrolled Agents (the profession) through meetings, communications, publications, education, and other programs and activities;

b. Articulating and advocating the needs and interests of the profession before legislative, administrative, and judicial branches of federal government;

c. Cooperating on behalf of the profession with persons and businesses directly, and through their organizations, in matters involving the business and governmental affairs of the profession;

d. Promulgating policies and activities for the betterment of all those individuals involved in some aspect of the profession;

e. Providing assistance to legislators and government agencies by explaining and clarifying proposed governmental actions which will have an impact on clientele of Enrolled Agents.

1.04 – RESTRICTION

All policies and activities of the Society shall be consistent with:

a. Applicable federal, state, local antitrust, trade regulation, or other legal requirements; and

b. Applicable tax exemption requirements.

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ARTICLE II - DEFINITIONS AND PARLIAMENTARY AUTHORITY

2.01 – LOCAL CHAPTERS

“Local Chapter” is a group formed within a specific geographical area in the State of Ohio. Such chapters shall be governed by the Bylaws of the Society. Members of a local chapter must be Members of the Society and NAEA.

2.02 – CIRCULAR 230

“Circular 230” means the United States Treasury Department Circular 230, Title 31 Code of Federal Regulations Subtitle A, Part 10, as amended.

2.03 – MEMBER

“Member” shall refer to Members and Members Emeritus.

2.04 – NOTICE

Any reference to the time a notice is given or sent in these bylaws means the time a written notice by mail is deposited in the US mails, postage prepaid; the time any other written notice is delivered to a common carrier for transmission; the promulgation of the notice by electronic means; or any combination of these means which ensures full distribution. The official time shall be the last time of promulgation.

2.05 – PARLIAMENTARY AUTHORITY

Unless otherwise specified in these bylaws, the rules contained in the current edition of Robert’s Rules of Order (Revised) shall govern the Society in all cases to which they are not inconsistent with the laws of the State of Ohio.

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ARTICLE III - MEMBERS

3.01 – QUALIFICATIONS AND RIGHTS OF MEMBERSHIP

The Society shall have two classes of members: Member and Member Emeritus. An individual must be a member in good standing of the NAEA in order to be a member of the Ohio State Society of Enrolled Agents. A member shall generally be a member of a chapter whose charter includes either the geographic area of the member’s place of residence or employment. However, contiguous chapters may agree to allow members to join each other’s chapter. The member will be allowed to continue this non-geographic chapter until such time as the member chooses to rejoin the chapter in the member’s geographic area.

3.02 – MEMBER

Membership in the Society is limited to those persons holding a current enrollment card issued by the United States Treasury Department, Internal Revenue Service.

3.03 – MEMBER EMERITUS

A Member Emeritus must be on “inactive-retired status” as defined by Circular 230 and must have been a member of the Society for the five (5) years preceding retirement. A Member Emeritus shall not be required to fulfill requirements for continuing professional education (CPE). The Board may waive the length of membership requirements.

3.04 – MEMBERSHIP OBLIGATION TO FOLLOW SOCIETY/NAEA RULES

Each member of this Society agrees to be bound by these bylaws and any amendments thereto, and by the lawful actions of the Board or the voting members of the Society. In particular, without limitation, each member shall fulfill CPE requirements as promulgated by NAEA, shall annually report to NAEA the fulfillment of those requirements, and shall abide by NAEA’s Code of Ethics and Rules of Professional Conduct.

3.05 – CPE REQUIREMENTS

Each Member shall complete ninety (90) hours of qualifying CPE during each three-year enrollment cycle. The minimum hours required annually shall be set by Circular 230. The required hours shall be prorated for new members.

3.06 – MEMBER LIABILITY

No Member shall be personally or otherwise liable for any obligations of the Society.

3.07 – COMPENSATION

No person who holds office in the Society or its chapters shall be employed by the Society except as an educational instructor. Members who serve in volunteer or elective positions for the Society shall do so without remuneration; however, the Board may allow reimbursement for actual and necessary expenses incurred for Society business. Members, including officers of the Society, who teach at Society seminars and prepare teaching materials for use at seminars, or which are sold by the Society to members and nonmembers, may be paid fair market value for their services, subject to the approval of the Board.

3.08 – SOCIETY RECORDS

All official correspondence, papers, and records in the possession of members when serving as officers, directors, or members of committees are the property of the Society and shall be turned over to the Society upon the incumbents’ completion of their tenure in office.

3.09 – NONMEMBER ASSOCIATES

a. A person not otherwise eligible for membership may join the Society as an “Associate”. Associates must be in a professional tax-related field regulated under Circular 230, and they must meet the same CPE requirements as Members. Associates shall enjoy all the benefits of membership, except that they shall not vote on any issue before the membership, nor shall they hold elective office.

b. Unenrolled Tax Practitioners can join both the state affiliate and local chapter as long as they qualify for Enrolled Agent status within a five (5) year period and actively demonstrate an interest in becoming an Enrolled Agent by sitting for the SEE within two (2) years of joining the state affiliate and local chapter. Unenrolled Tax Practitioners shall enjoy all the benefits of membership, except that they shall not vote on any issue before the membership, nor shall they hold elective office.

c. If an Enrolled Agent Member has an employee that wants to attend state and local chapter meetings and gain continuing education, that employee can join the state affiliate and local chapter, with the provision that they qualify for Enrolled Agent status within a five (5) year period and actively demonstrate an interest in becoming an Enrolled Agent by sitting for the SEE within two (2) years of joining the state affiliate and local chapter. Employees of Enrolled Agent Members shall enjoy all the benefits of membership, except that they shall not vote on any issue before the membership, nor shall they hold elective office.

3.10 – PHYSICAL BOUNDARIES

All Members, Associates, Unenrolled Practitioners and Employees of Enrolled Agent Members must reside or work within the physical boundaries of the State of Ohio or contiguous state.

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ARTICLE IV - MEMBERSHIP DUES AND ASSESSMENTS

4.01 – ANNUAL DUES

The Board shall set the amount of the annual dues for membership. The amount of the annual dues shall be noticed to the membership no later than sixty (60) days after the Board has voted to change the annual dues or ninety (90) days prior to the close of the fiscal year, whichever occurs first.

4.02 – PAYMENT OF DUES

a. Membership and Associate dues are due and payable annually per methods approved by the NAEA Board. Once submitted, Society dues remain the property of the Society unless the application is rejected.

b. Unenrolled Tax Practitioners and employees of an Enrolled Agent Member dues are due and payable when invoiced by the Society. New Unenrolled Tax Practitioners and employee of an Enrolled Agent Member shall receive twelve (12) months’ membership from the time of joining. After dues are submitted they remain the property of the Society unless the membership application is rejected.

4.03 – ASSESSMENTS

The Members may, upon affirmative vote of two-thirds (2/3) of the Board, be levied such additional assessments as are necessary to carry out the activities of the Society.

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ARTICLE V - MEMBERSHIP STATUS (CESSATION, SUSPENSION AND EXPULSION)

5.01 – CESSATION OF MEMBERSHIP

A membership shall terminate whenever any of the following events have occurred:

a. Resignation of member, on reasonable notice to the Society;

b. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by NAEA; or

c. Occurrence of any event that renders a member ineligible for membership, or failure to satisfy or to continue to satisfy membership qualifications.

5.02 – FAILURE TO PAY DUES OR MAKE CPE REPORTS

Membership shall be automatically suspended, terminated and/or reinstated in accordance with Section 5.02 of the Bylaws of NAEA.

5.03 – STATUS WITH INTERNAL REVENUE SERVICE

Any Member whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority shall be automatically suspended from membership during the period of suspension to practice before the IRS. Any Member whose enrollment to practice before the IRS is permanently terminated by the issuing authority shall be automatically permanently terminated from the Society.

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ARTICLE VI - MEMBERSHIP MEETINGS

6.01 – ANNUAL CONVENTION

The regular Annual Convention of the Members (State Convention) shall be held at a place and time selected by the Board of Directors. The President shall issue a “Call to Convention” at least thirty (30) days prior to the chosen date. Such notice shall be in writing.

6.02 – ANNUAL MEETING

The regular Annual Meeting of the Members shall be held at a place and time selected by the Board of Directors. The President shall issue a “Call to Annual Meeting” at least thirty (30) days prior to the chosen date. Such notice shall be in writing and shall include:

a. an agenda for the business meeting of the Annual Meeting;

b. the report of the Nominating Committee, including a list of the Nominees; and

c. the text of any proposed Bylaws changes, including the Bylaws committee analysis and minority report, if any.

6.03 – SPECIAL MEETINGS

Special meetings may be called by the Board. Such meetings shall be governed by the rules for Annual Meetings.

6.04 – QUORUM

A quorum shall be a majority of the Members registered for and whose attendance has been verified.

6.05 – VOTING (Meeting)

Each Society member is entitled to one vote on each matter to be decided at the annual or special meeting of the Society. Cumulative and proxy voting shall be prohibited. Unless otherwise specified by these bylaws, or otherwise required by the laws of the State of Ohio, or otherwise in conflict with Robert’s Rules of Order (Revised), all matters to come before an annual or special meeting of the Society shall be decided by a majority of those registered to vote and whose attendance has been verified at the meeting.

6.06 – VOTING (Mail-in or Electronic)

Each Society member is entitled to one vote on each matter which may be decided by mail-in or electronic ballot. Cumulative and proxy voting shall be prohibited. Ballots must be received from at least twenty-five (25) percent of the Members to meet the quorum for a mail-in or electronic ballot. The date of record for membership shall be at least 30 days prior to the mailing of the ballots. The number of Members on that date shall be used to determine the quorum for otherwise specified by these bylaws, or otherwise required by the laws of the State of Ohio, or otherwise in conflict with Robert's Rules of Order (Revised), all matters shall be decided by a majority number of votes cast.

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ARTICLE VII - DIRECTORS

7.01 – THE BOARD OF DIRECTORS

The Board shall be comprised of the President, Vice President, Secretary, Treasurer, Immediate Past President, and the following: Four (4) Directors-at-Large and a Chapter Representative of each Local chapter. Each Local chapter President has the option to appoint an OSSEA/NAEA member in good standing of his/her respective affiliate chapter to attend board meetings as his/her replacement. The appointment would be for the lesser of either the balance of the Local chapter President’s current term or one year.

7.02 – QUALIFICATIONS AND TERMS OF OFFICE

Members only shall be eligible to serve on the Board of Directors. Four (4) Directors-at-Large consisting of Directors-at-Large #1, 2, 3, and 4 shall be elected to serve a two-year term. Two (2) Directors-at-Large shall be elected each year; Directors-at-Large #1 and #3 shall be elected in an odd year and Directors-at-Large #2 and #4 shall be elected in an even year. Directors-at-Large may serve up to two consecutive full terms. An appointed or elected term of less than two years shall not exclude a Director-at-Large from serving an additional two (2) consecutive two-year terms. The term of office shall commence on or about July 1st in the year of their election and shall continue until their successors have been elected or assumed office, and have been installed.

7.03 – ELECTION OF DIRECTORS

Directors-at-Large of the Society shall be elected by mail or electronic ballot. Directors-at-Large to be elected would require the two (2) highest number of votes cast. Ballots shall be distributed by December 5th to all members in good standing as of November 1st of the current year. The Secretary or Society Assistant, if so designated, shall attest to the authenticity of the Member rolls. The number of Members on that date shall be used to determine the quorum for the election. Ballots must be received from at least twenty-five (25) percent of the Members to meet the quorum for mail-in or electronic ballot. Ballots must be received at the specified return location by the close of business the following January 15th if a business day, otherwise at the close of the next business day to be valid. Ballots shall not be processed until the quorum has been met. If the quorum has not been met, the election slate shall be considered to have been timely published and shall be presented to the Immediate Past President, Chapter Representatives and Nominating Committee for resolution within thirty (30) days of notification.

7.04 – DUTIES AND RESPONSIBILITIES

The Board shall be the governing body of the Society and shall have the authority and responsibility for the supervision, control and direction of the Society.

7.05 – REMOVAL OF DIRECTORS

A Director-at-Large shall be removed from office for unexcused absence at two scheduled meetings of the Board per year.

7.06 – VACANCIES

a. If a directorship becomes vacant for any reason, the Board may select a member to fill the vacancy until the next election at which time the membership shall elect a Director to serve the remaining term.

b. If a Chapter Representative position becomes vacant for any reason, the Board will direct the Chapter to select a new Chapter Representative to fill the vacancy.

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ARTICLE VIII - BOARD MEETINGS

8.01 – CALL TO MEETINGS

A meeting of the Board of Directors may be called by the President, or upon written request of a majority of the members of the Board.

8.02 – TIME AND PLACE OF MEETINGS

The time and place for all meetings of the Board shall be fixed and determined by the President with the approval of the Board.

8.03 – NOTICE OF MEETING

Written notice of a meeting shall contain an agenda and be mailed to the members of the Board at least seven (7) days prior thereto by the Secretary, or designee.

8.04 – OPEN MEETINGS

All meetings of the Board shall be open to the members except when an ethics or professional conduct issue, a personnel issue, or a lawsuit is before the Board. Members attending open board meetings shall be heard.

8.05 – QUORUM

A quorum for a meeting of the Board shall be a majority of the Board of Directors.

8.06 – MEDIA MEETINGS

Subject to the requirements of the laws of the State of Ohio, a meeting of the Board may be held by conference telephone or similar communications equipment. Such meeting shall be valid if (1) all members of the Board have been noticed, (2) a majority of the members of the Board participate, and (3) if all participating can communicate with one another.

8.07 – ACTION BY UNANIMOUS CONSENT

Subject to the requirements of the laws of the State of Ohio, any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action.

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ARTICLE IX - OFFICERS

9.01 – OFFICERS OF THE SOCIETY

The Officers of the Society shall be a President, a Vice President, a Secretary, a Treasurer and the Immediate Past President, each of whom shall be a member. The officers shall have such authority and responsibility customary for their office, and in accordance with the laws of the State of Ohio, Bylaws, Policies and Procedures of the Society.

9.02 – QUALIFICATIONS AND TERMS OF OFFICE

Officers shall be elected to serve a one-year term. Officers may serve up to two consecutive full one year terms. An appointed or elected term of less than one year shall not exclude an officer from serving an additional two consecutive one-year terms. The term of office shall commence on or about July 1st in the year of their election and shall continue until their successors have been elected or assumed office, and have been installed.

9.03 – ELECTION OF OFFICERS

Officers of the Society shall be elected by mail or electronic ballot. Officers to be elected would require a majority number of votes cast. Ballots shall be distributed by December 5th to all members in good standing as of November 1st of the current year. The Secretary or Society Assistant, if so designated, shall attest to the authenticity of the Member rolls. The number of Members on that date shall be used to determine the quorum for the election. Ballots must be received from at least twenty five (25) percent of the Members to meet the quorum for mail-in or electronic ballot.

Ballots must be received at the specified return location by the close of business the following January 15th if a business day, otherwise at the close of the next business day to be valid. Ballots shall not be processed until the quorum has been met. If the quorum has not been met, the election slate shall be considered to have been timely published and shall be presented to the Immediate Past President, Chapter Representatives and Nominating Committee for resolution within thirty (30) days of notification.

9.04 – REMOVAL OF OFFICERS

An Officer shall be removed from office for unexcused absence at two regularly scheduled meetings of the Board.

9.05 – VACANCIES

If because of disability, resignation, or other cause any office becomes vacant, the Board shall elect member(s) to serve the remainder of the term.

9.06 – PRESIDENT

The President shall be the Chief Executive Officer of the Society and shall exercise general supervision over its affairs. The President shall preside at all meetings of the general membership and of the Board. The President shall have such other powers and shall perform such other duties as the Board or the Bylaws prescribe.

9.07 – VICE PRESIDENT

The Vice President shall, in the absence or disability of the President, perform the duties of the President.

9.08 – SECRETARY

The Secretary shall be responsible for recording the minutes of the Annual Meeting and of all meetings of the Board of Directors. The Secretary shall have such powers and perform such other duties as the Board or Bylaws prescribe.

9.09 – TREASURER

The Treasurer shall be the Chief Financial Officer of the Society. The Treasurer shall be responsible for the preparation of the tax return of the Society. The Treasurer shall maintain complete records of all of the financial affairs and transactions of the Society, and shall render periodic reports as prescribed by the Board of Directors and report to the Annual Meeting. The Treasurer shall have such other powers and perform such other duties as the Board or Bylaws prescribe.

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ARTICLE X - COMMITTEES

10.01 – COMMITTEE MEMBERS

The Board shall establish procedures for the creation and operation of standing committees and task force committees as it deems appropriate. All committee Chairs shall be Members. All committee members shall be Members or Associates.

10.02 – NOMINATING COMMITTEE

The Board shall elect the Nominating Committee Chair for a term of one year. Members may only serve a maximum of two (2) consecutive one-year terms. No member of the committee shall be a candidate for election. Nominations shall close at the close of business on October 15th if a business day, otherwise at the close of the next business day. Not later than October 30th of the current year, the Committee shall submit a report to the Board and the membership.

10.03 – EXECUTIVE COMMITTEE

The Executive Committee shall consist of the Officers of the Society plus one member of the Board. The Committee shall have such powers and authorities as deemed necessary by the Board and as permissible under these bylaws and the laws of the State of Ohio. The Executive Committee, if any, shall report at each meeting of the Board. The existence of an Executive Committee shall not relieve the Board, or any individual Director, of responsibility imposed on directors by the Articles of Incorporation, these bylaws and the laws of the State of Ohio.

10.04 – TASK FORCE COMMITTEES

The President may appoint such task-force committees as deemed appropriate and shall report the formation of any such committees at the next Board of Directors meeting.

10.05 – SPECIAL COMMITTEES

No later than the second board meeting of the current term of office, the President shall nominate, for board confirmation, an:

a. Audit Committee to audit or cause to be audited the books and records of the corporation for the prior year. The Audit Committee written report shall be delivered to the Board and shall be presented to the membership.

b. Ethics and Professional Conduct Committee which shall consist of no less than five members. Only one member of this committee may also be a member of the Board.

10.06 – STANDING COMMITTEES

The standing committees of the Society shall comprise:

a. Annual Convention

b. Budget & Finance

c. Bylaws

d. Education

e. Membership

f. Public Information

g. Publications

h. Government & Legislative Liaison

i. Such other standing committees as may be created by the Board of Directors.

10.07 – REPORTS AND RECOMMENDATIONS

Reports and recommendations of committees shall be submitted in writing to the Board of Directors. Each committee shall make a written report to the Members at the Annual Meeting.

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ARTICLE XI - FISCAL YEAR

11.01 – FISCAL YEAR

The fiscal year of the Society shall be from July 1 through June 30, or such other period as is recommended by the Treasurer and approved by the Board.

ARTICLE XII - LOCAL CHAPTERS AND REGIONS

12.01 – AUTHORITY TO CHARTER LOCAL CHAPTERS

The authority to charter Local Chapters resides with the Board. The Board shall establish procedures for the granting of charters at the regional level. Only one Local Chapter shall exist for any geographical area.

12.02 – GOVERNING DOCUMENTS

The governing documents of each Local Chapter shall be in basic conformity to the bylaws of the Society. Changes to the Local Chapter’s governing documents shall be reported to the Society. In case of conflicts between governing document changes by a Local Chapter with the Society bylaws, the Society bylaws will prevail.

12.03 – CHARTERS

A charter shall be issued to each Local Chapter bearing the seal of the Corporation and the signature of the President and the Secretary of the Corporation. The acceptance of said charter by the Local Chapter shall be deemed to constitute ratification and acceptance of the bylaws of the Society, and the Local Chapter’s membership shall be bound by the contents thereof.

12.04 – DUES AND APPLICATION FEES

The Society shall allow each Local Chapter to set and collect dues and application fees. Each Local Chapter may request the Society to collect the Local Chapter’s dues and application fees from the Local Chapter’s members for prompt forwarding to the Local Chapter.

12.05 – WITHDRAWAL OF CHARTER

Authorization to operate a Local Chapter may be withdrawn whenever the Board in good faith determines that any of the following events have occurred:

a. Failure to serve the Members within the Local Chapter’s area of responsibility;

b. Failure to maintain and/or increase Membership in relation to the Member-Prospect base;

c. Failure to abide by Society bylaws;

d. Unethical conduct unbecoming of the profession.

Such withdrawal under this section shall be predicated upon a thorough investigation by the appropriate committee. The Local Chapter shall receive notification that such withdrawal is being considered and shall benefit from the principles of due process. A Local Chapter shall retain the right to appeal any decision of the Board to the Membership at the annual meeting. A Local Chapter may voluntarily surrender its charter by submission of notice in writing, accompanied by the charter, to the Board.

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ARTICLE XIII - ASSOCIATES

13.01 – FEDERAL AUTHORIZED PRACTIONER ASSOCIATE CATEGORY

The board may establish a Federal Authorized Practitioner Associate category for individual practitioners regulated under Circular 230. No Enrolled Agent and no individual who has been removed from practice under the provisions of Circular 230 shall qualify.

13.02 – ASSOCIATE CATEGORY

The board may establish an Associate category for any individual who is not defined in §10.3(a) through (d) of Circular 230 and who is engaged in some aspect of the practice of tax. Any individual who has been removed from practice under the provisions of Circular 230 shall not qualify. Such Associates shall be required to meet the same CPE requirements as Members, and annually report to the Society the fulfillment of those CPE requirements.

13.03 – ASSOCIATE MATTERS

a. Associates shall abide by the NAEA’s Code of Ethics and Rules of Professional Conduct.

b. Associates shall not:

(1) Have the right to vote on any issue that comes before the Society.

(2) Hold elective office in the Society.

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ARTICLE XIV - INDEMNIFICATION AND INSURANCE

14.01 – INDEMNIFICATION

To the fullest extent permitted by law, the Society shall indemnify and hold harmless any and all past, present, or future directors and officers, as identified and defined in these bylaws, and, in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee of this Society of and from all liabilities, expenses, and counsel fees reasonably incurred in connection with all claims, demands, causes of action, and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such director, officer, employee, or agent on behalf of the Society.

14.02 – INSURANCE

The Society shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors and employees, against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

ARTICLE XV - DISSOLUTION

15.01 – DISSOLUTION

The dissolution or winding up of the Society shall follow the requirements of the Ohio Corporation Code. Upon dissolution, it shall be the obligation of the Treasurer to ensure that all just debts and claims against the Society are paid. Any funds remaining after payment of all debts and obligations shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501 of the Internal Revenue Code. Such organizations are to be selected by the Board.

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ARTICLE XVI - AMENDMENT OF BYLAWS

16.01 – AMENDMENT

These bylaws may be amended in any one of three ways, provided that in each case, the amendment(s) has (have) been properly noticed. The three ways are: at any annual meeting of the members; at any special meeting of the members; or by mail-in or electronic ballot. Mail ballot includes a ballot that is deposited in the US mails, sent via facsimile, hand-delivered, or sent electronically or via electronic mail.

The Members may also vote to amend the bylaws by written ballot (as opposed to a show of hands, for example) at any annual or special meeting.

The Members may also vote to amend the bylaws by mail-in or electronic ballots. Ballots must be received from at least twenty five (25) percent of the Members to meet the quorum for a mail-in or electronic ballot. The date of record for membership shall be at least thirty (30) days prior to the mailing of the ballots. The number of Members on that date shall be used to determine the quorum for the election. The Secretary or Society Assistant, if so designated, shall attest to the authenticity of the Member rolls.

Ballots shall not be processed until the quorum has been met. If the quorum has not been met, the proposal shall be considered to have been timely published and shall be presented at the next OSSEA Annual Meeting.

Any proposed bylaw submitted prior to the Annual Meeting shall be presented to the membership by mail-in or electronic ballot if so requested by the author. Other proposed bylaws shall be presented for mail-in or electronic ballot if the author request, or if the Bylaw Committee so recommends with the approval of the majority of the OSSEA Board.

If any proposed bylaw change meets the quorum but fails to receive the majority, the identical proposed bylaw change shall not be submitted to the next OSSEA Annual Meeting.

If a quorum appears to have been met, the Secretary or Society Assistant, if so designated, shall certify the quorum. A majority of the ballots received indicating approval is required. Blank ballots will be considered an abstention and will be used only to establish a quorum. Ballots marked "yes and No" will be counted as invalid.

Ballots must be distributed to every Member entitled to vote as of the date of record on the matter under consideration. The ballot must: (1) describe the proposed action, (2) provide the Member an opportunity to specify approval or disapproval, and (3) provide a reasonable time within which to return the ballot. Solicitations of ballots must specify (1) the number of responses needed to meet the "quorum" requirement, (2) whether the proposal requires a simple majority or other requirement, and (3) the ballots must be received within forty (40) days of mailing to be counted. Ballots must be distributed to the member's address of record. Ballots cannot be revoked.

After the quorum has been met, the ballots have been counted and the results have been determined, the ballots will be stored by the OSSEA Ethics Committee Chairperson for a period of sixty (60) to ninety (90) days. After the sixty (60) to ninety (90) day period has elapsed, the ballots shall be destroyed. Ballots will be destroyed unopened if a quorum is not met.

16.02 – AMENDMENT PROPOSALS

Proposals to amend these bylaws may be made by Members of the Society or by the Board. All proposed amendments by Members shall be signed by three (3) Members and presented to the Bylaws Committee. The Bylaws Committee shall prepare an analysis of the proposed amendment and submit the analysis to the Board with the recommendation for consideration. If the Bylaws Committee recommends the proposed bylaw amendment be submitted to the membership for vote, the Board shall cause the proposed bylaw amendment together with the analysis of the Bylaws Committee to be included in the Call to Annual Meeting or submitted to the Membership for mail ballot. If the Bylaws Committee concludes the proposed amendment is not appropriate for submission to the Membership and the Board agrees, the proponents of the measure shall be so notified. However, the proponents of the amendment shall have the option of resubmitting the proposed amendment with the signature of fifteen (15) members, in which case it must be submitted to the membership either as part of the Call to Annual Meeting or by mail ballot for determination.

Notwithstanding other provisions of this Article, the Board is authorized to adopt certain bylaw amendments related to housekeeping corrections only. The authority of the Board is strictly limited to:

1. Renumbering sections after the Membership has adopted a bylaw change.

2. Correcting typographical errors for publication.

3. Making necessary grammatical corrections to published proposals or adopted amendments, provided there is no change to the intent of the proposals or amendments.

Date revised or amended:

September 27, 2004 : Complete revision approved by the Membership.

September 27, 2005 : Revisions to Sections 6.05, 6.06, 7.02, 7.03, 9.02, 9.03 and 16.01 were approved by the Membership.

September 26, 2006 : Revision to Section 3.10 was approved by the Membership.

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