Preamble

Recognizing that the nation’s future is dependent upon the education of its youth, that in unity there is strength, that exchange of ideas is important at all times, that coordination of effort on the part of all educational forces interested in the betterment of education is necessary, and that school boards are in a strategic position to bring about needed improvement of public education, we believe an Ohio School Boards Association should be organized as a state association with a supporting regional structure.

Article I
Name of the Association

The association shall be called the Ohio School Boards Association.

Article II
The Purposes of the Association

Section 1. The purposes of the association shall be as follows:

a.   To work for the general advancement of public education in Ohio.

b.   To study the educational needs and procedures of Ohio school districts and disseminate resultant information.

c.   To work for efficient and effective organization of the public schools and to encourage desirable and efficient working relationships among boards of education, school administrators, teachers and the public.

d.   To study educational and related legislation proposed in the Ohio General Assembly and in the United States Congress to the end that school boards may be informed about such legislation and make available to said Assembly and Congress such information as may be helpful.

e.   To maintain channels for exchange of ideas and to distribute to school boards information, studies and research data, as well as to encourage conferences where school board members may prepare and qualify for better and more effective service to the public schools.

Article III
Policy

Section 1. The policies of this association shall be determined by at least a majority vote of the school board members present and authorized to vote at an annual or called meeting or by referendum to the membership.

Article IV
Membership

Section 1. The membership of the Ohio School Boards Association shall be open to all public school boards in the state.

Section 2. A public school board of education shall become a member of the Ohio School Boards Association upon payment of dues as provided for in the bylaws.

Section 3. Each member board of education shall be entitled to appoint one of its members as a delegate to the annual meeting, or other called meeting, with power to vote as an official delegate.

Section 4. A public school board is defined as the only qualified board of education of a city, exempted village, local, joint vocational school district, the governing board of an educational service center and the State Board of Education.

Section 5. Any person having served as a duly elected or appointed member to a public school board shall be eligible for a sustaining membership in the Ohio School Boards Association. Such sustaining member shall have all rights and privileges of membership except that the sustaining member shall not be eligible to hold office in the association nor be appointed as delegate to the annual meeting or other called meeting of the association.

Article V

Officers, Board of Trustees, Executive Officer and Regional Secretaries

Section 1. The officers of the Ohio School Boards Association shall consist of a president, a president-elect, an immediate past president, whose terms of office shall be for one (1) year beginning on January 1 and ending on December 31, and a secretary-treasurer. The secretary-treasurer shall be the person serving as the executive officer of the association.

Section 2. There shall be an Executive Committee of the Board of Trustees, this committee to consist of the president, president-elect, and immediate past president of the association and five (5) other members, one appointed by and from each regional executive committee for a term of one (1) year beginning January 1 and ending December 31. If a vacancy occurs within the Executive Committee and the succession to such position is not otherwise provided herein, the Board of Trustees shall appoint a successor to fill the unexpired term. The successor shall be from a member board of education within the same region as the person whose unexpired term is being filled. No person except an officer shall serve more than five (5) successive one-year terms on the Executive Committee.

Section 3. The president, president-elect and immediate past president of the association, the president, the president-elect and immediate past president of each of the five (5) regional associations, one representative each from the six (6) districts in the state of Ohio with the largest pupil enrollment,* together with no less than six (6) nor more than eight (8) other persons shall constitute the Board of Trustees.

Section 4. With exception of the immediate past president and secretary-treasurer, only members of boards of education holding membership in the association shall be eligible to hold offices or membership on any board, commission or committee of the association or the regional associations. No person defeated at an election for members to a board of education shall be eligible to serve as president, president-elect or a member of the Executive Committee of the association during the year immediately following the defeat of said person.

Section 5. The executive officer of the Ohio School Boards Association and the secretary of each regional association shall be ex-officio members of the Board of Trustees without power to vote.

*NOTE: The phrase “largest pupil enrollment” shall mean all pupils regularly enrolled in the district, plus all students enrolled in community schools sponsored by the district board of education. Data for this determination shall be taken from the Ohio Department of Education Average Daily Membership Report for the school year that ends six months prior to the beginning of an OSBA membership year. (Approved by the Board of Trustees, May 2004)

Article VI
Meetings

Section 1. There shall be one (1) annual meeting and such other meetings as may be called by the Board of Trustees, at such times and places as the said board may designate. At least sixty (60) days notice of any annual or special meeting shall be given to all member boards of education by the president.

Section 2. Delegates from twenty-five percent (25%) of the member boards shall constitute a quorum for the transaction of business. All meetings of the association and of the Board of Trustees shall be governed by most recently revised Robert’s Rules of Order in all aspects in which they are not inconsistent with this constitution.

Article VII
Duties and Committees

Section 1. The president shall preside at all meetings of the association and of the Board of Trustees and shall perform such other duties as pertain to the office of president.

Section 2. The president-elect shall provide the president any assistance required and shall serve as president in case of temporary absence or disablement of the president and shall perform such other duties as may be assigned by the Board of Trustees. The president-elect shall assume the office of president upon the vacancy of said office by reason of expiration of term of office or upon the death or resignation of the president or upon forfeiture of office for cause as determined by a two-thirds (2/3) majority of the full Board of Trustees.

Section 3. The immediate past president shall give counsel to the president, serve as the chair of the Nominating Committee and shall perform such other duties as the Board of Trustees may assign. In the event of a vacancy in this office or if the immediate past president is unable or unwilling to serve, then the past presidents currently serving on a member board of education shall be asked in reverse order of their service as president to serve as immediate past president. This process will continue until the office is filled.

Section 4. If the office of president-elect is vacated by reason of death or resignation or by forfeiture of office for cause as determined by a two-thirds (2/3) majority of the full Board of Trustees or by operation of Article VII, Section 2, herein, the executive officer of the association shall notify the chair of the Nominating Committee, which shall meet within thirty (30) days after such vacancy for the purpose of recommending to the Board of Trustees a qualified candidate for such office. The Board of Trustees shall appoint the president-elect to fill the unexpired term.

Section 5. The Board of Trustees shall have general charge of the affairs, funds and property of the association. It shall have full power and it shall be its duty to carry out the purposes of the association according to this constitution. The board shall have the authority to employ an executive officer and designate an appropriate title for the position and such employee as may be necessary, fix their salaries and prescribe their duties. At least three (3) meetings of the Board of Trustees shall be held yearly.

Section 6. Board of Trustees meetings shall be called at the discretion of the president or on the written request of five (5) regular members of the board. A majority of the members of the Board of Trustees shall constitute a quorum.

Section 7. The Board of Trustees shall adopt an annual budget before the beginning of each ensuing fiscal year.

Section 8. The executive officer shall keep the minutes of all meetings of the association and of the Board of Trustees. The executive officer, as agent of the association and its officer, shall be bonded in such amount as the Board of Trustees may determine. The executive officer shall keep all records, conduct the correspondence, provide leadership in the affairs of the association and perform such other duties as the Board of Trustees may assign.

Section 9. There shall be a Nominating Committee consisting of five (5) members, one (1) each from a member board of education within each of the five (5) regions of the association, and the immediate past president who shall be the chair. The members so appointed shall be recommended for consideration by the respective executive committees of the regional associations.

Article VIII
Election of Officers and Other Members of the Board of Trustees

Section 1. The president-elect of the Ohio School Boards Association shall be elected for a term of one year at the annual meeting by a majority vote of the qualified delegates present at the meeting and shall hold office until succeeding to the office of president as provided in Article VII, Section 2. Neither the president, president-elect nor immediate past president shall serve successive terms in the same office, except as provided in Article VII, Section 3, when filling a vacancy in the office of immediate past president. Provided, however, if the president-elect is elevated to fill an unexpired presidential term of less than nine months, this provision shall not preclude the successor president from serving a full term beyond the unexpired term.

Section 2. In addition to any qualification for office imposed by this constitution, the president-elect shall have not less than one year of service on the Executive Committee of the association. This provision may be waived only by a two-thirds (2/3) majority of the full Board of Trustees.

Section 3. Each region is entitled to a minimum of four (4) seats on the OSBA Board of Trustees, inclusive of the region officers and one at large appointment and exclusive of the six (6) districts with the largest pupil enrollment appointments pursuant to Section 6 of this article.  In addition, the Executive Committee, before the first of September of each year, shall determine the number of trustees each regional association is entitled to elect or appoint in proportion to the number of boards in that region holding membership in the Ohio School Boards Association, excepting the six (6) largest districts from this determination, for a two-year term commencing January 1 of the succeeding year. This determination shall be based on membership rolls of the next preceding June 1. 

Section 4. The president, president-elect and immediate past president of a regional association shall continue as a member of the Board of Trustees only so long as that office is held.  Region officers are entitled to successive one-year terms on the OSBA Board of Trustees while a region officer.

Section 5. At large members to the Board of Trustees, unless otherwise provided, shall be elected or appointed for a term of two (2) years by the five (5) regional associations.  In selecting its members to the Board of Trustees, each regional association shall, to the extent possible, secure representation from districts of varying size and from urban, suburban and rural communities.

Section 6. The representative of the Board of Trustees from each of the six (6) districts with the largest pupil enrollment shall be appointed by the board of education of each such district for a term of one (1) year.

Section 7. In the event of a vacancy on the Board of Trustees, replacement shall be made for the unexpired term by the regional association or board of education which first elected or appointed the member now vacating.

Article IX
Indemnification of Trustees, Officers and Employees

Section 1. To the fullest extent permitted by applicable law, the Ohio School Boards Association shall indemnify each person who, by reason of being or having been a trustee, officer or employee of the association, is named or is threatened to be made a party to any action, suit, investigation or other proceeding. The association shall also indemnify each person who by reason of being or at any time having been, at the direction or request of the association, a director, trustee or officer of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan. Such person shall be indemnified against any and all costs and expenses, including attorney fees, judgments, fines, penalties, amounts paid in settlement, actually and reasonably incurred by or imposed upon such person.

Section 2. By action of the Board of Trustees, the association may indemnify any other person subject to the same terms, conditions and limitations as set forth in Section 1 above.

Article X
Management and Disbursement of Funds

Section 1. All funds of the Ohio School Boards Association shall be deposited in one or more national or state chartered banks, savings societies and/or building and loan associations as designated by the Board of Trustees. The Board of Trustees may authorize its executive officer to invest funds of the association not immediately needed for current operations and capital expenditures in accordance with an investment policy adopted by the Board of Trustees. The secretary-treasurer, or such officer as may be designated by the Board of Trustees, shall disburse all funds as authorized by the Board of Trustees, keep accurate accounts of receipts and expenditures, and present reports when required.

Section 2. At the close of each fiscal year, an audit of the records, receipts, disbursements and balances shall be made by a certified public accountant designated by the Board of Trustees.

Article XI
Regional Associations

Section 1. For purposes of better service to its membership, the Ohio School Boards Association shall be divided into five regional associations to be known as the Central, Northeast, Northwest, Southeast and Southwest Regions of the Ohio School Boards Association whose boundaries shall be determined by the Board of Trustees and whose fundamental policies and procedures shall be compatible with the Constitution and Bylaws of the Ohio School Boards Association. The terms of office of regional officers and the fiscal year of such regional associations shall coincide with that of the Ohio School Boards Association.

Section 2. Each regional association shall submit to OSBA all financial records and reports necessary to audit the finances and activities of the regional association.

 

Article XII
Amendments

Section 1. This constitution may be amended by two-thirds (2/3) vote of the voting delegates of the association present at the annual meeting of the association, provided that a copy of the amendment shall have been submitted in writing to all member boards at least thirty (30) days prior to the annual meeting.

Section 2. Any amendment adopted shall become effective immediately unless otherwise specified in the amendment.

Amended by the OSBA Delegate Assembly – November 14, 2011

Amended by the OSBA Delegate Assembly – November 10, 2014