CONSTITUTION & BY-LAWS

Constitution

ARTICLE 1: NAME
SECTION 1:
The name of this voluntary trade Association shall be the Ohio Association of College Stores.

SECTION 2:
The principal office of the Association shall be located at the office of the Secretary. 

ARTICLE 2: OBJECTIVES
SECTION 1:
The objectives of this Association shall be:
A. To unite into one organization those persons who are actively engaged in the retail sale of books, supplies and/or merchandise to students and faculty of Ohio collegiate institutions regardless of size or affiliation with the institution and those persons who are actively engaged in the supplying of products and services to the aforementioned Ohio collegiate institutions for retail trade.
B. To develop more effective communication, closer relationships and encourage fraternal and cooperative spirit among its members.
C. To assist college store managers and personnel in their respective colleges and to share ideas and information between all members.
D. To assimilate and distribute information and ideas through the use of newsletters, speakers and meetings.

SECTION 2:
This Association is not organized for pecuniary profit and no dividends or distribution of the property of the Association shall be made until all debts are fully paid, and then only upon its final dissolution. No such distributions, if any, shall be made except by a three-quarters vote of the members.

ARTICLE 3: MEMBERS
SECTION 1:
The Association shall be composed of the following classes of members:
A. Bookstore. Bookstore members shall be those individuals or firms who are directly engaged in the business of the retail sale of books, supplies and/or other merchandise to students and faculty of collegiate institutions and secondary institutions.  
B. Associates. Associate members shall be those individuals who are representatives of firms who are in the business of publishing books, or the manufacture or distribution of merchandise, or services used by active members.
C. Honorary Life. An Honorary Life member may be any OACS Executive Committee member or individual who has performed outstanding service to the Association.  Honorary Life members are subject to Executive Committee approval.
D. Guests. Individuals other than those designated above.

SECTION 2:
The admission to membership and dismissal from membership to the Association shall be by the following standards.
A. Admission. Any person meeting the qualifications outlined in Article 3, Section 1, Subparagraph A and B, may apply for active membership in the Association and when approved by the Executive Committee, and upon payment of the annual dues of this association, may become a member.
B. Dismissal. 
1. Non-payment of dues.
Any member may be dropped from the Association for non-payment of dues within the Association’s fiscal year. 
2. Unethical behavior.
Any member of the Association who feels another member has behaved contrary to the goals of this Association may instigate charges to have that member dismissed. These charges must be submitted in a signed statement, to the Executive Committee and the accused member would be given a copy of the statement and be given sufficient time, not to exceed two months, to answer the charge. Final action would be taken by the Executive Committee.


ARTICLE 4: OFFICERS AND TRUSTEES
SECTION 1:
The officers of this Association shall be:
A. President
B. Vice-President/President-Elect
C. Secretary
D. Treasurer

SECTION 2:
There shall be five (5) Trustees, at least two of whom shall be Associate members.

SECTION 3:
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President and five (5) Trustees.

SECTION 4:
All officers and trustees shall be members in good standing of the Association.

SECTION 5:
Term of office for the officers and trustees shall be:
A. Officers: One year except for the Secretary and Treasurer, who shall be elected for two-year terms to be staggered in such a way that one will retire and be replaced each year. The Secretary and Treasurer may be elected to serve 2 consecutive two-year terms.
B. Trustees: Two years, terms to be staggered in such a way that two Trustees will retire and be replaced each year. 

SECTION 6:
Every effort shall be made to have all types and sizes of college stores from all localities in the State of Ohio represented on the Executive Committee.


ARTICLE 5: ELECTION OF THE EXECUTIVE COMMITTEE
SECTION 1:
The President, Vice-President/President-Elect and the required number of trustees shall be elected annually at the fall meeting. The Secretary and the Treasurer shall be elected biennially at the fall meeting.

SECTION 2:
Nominations for officers shall be made by the nomination committee and the membership. The nominating committee shall consist of the Immediate Past President (chair) plus two other members to be appointed by the President. These two members may or may not be executive committee members.

SECTION 3:
The nominating committee shall make nominations to each office and will also accept self nominations supplying the names of nominees to the Vice-President at least forty five (45) days prior to the beginning of the fall meeting. The Secretary shall make available to each voting member of the Association, thirty (30) days prior to the fall meeting an electronic ballot listing all the nominating committee’s candidates.  Voting will take place electronically and a non-response will be considered as no objections.

SECTION 4:
Voting will be complete prior to the business meeting. The outgoing President shall appoint a tabulating committee to count the electronic ballots. Results of the election are to be transmitted to the President for announcement to the membership, at the business meeting.

SECTION 5:
The new officers shall be installed prior to the adjournment of the fall meeting and shall serve until the next fall meeting. Officers may not succeed themselves in their elected office but could be elected to another office (except for the Secretary and Treasurer who may be elected to two consecutive two year terms). Trustees shall be installed at this time and shall serve until their term expires and may not succeed themselves as Trustees but could be elected to an office.  

SECTION 6:
In case of a vacancy for any office, other than President, the Executive Committee shall have the power to make an appointment.  The appointment will be confirmed by electronic vote of the membership within 30 days of Executive Committee confirmation.

SECTION 7:
The office of any officer or Trustee shall be declared vacant immediately when said officer or Trustee ceases to meet the requirements for membership, as stated in Article 3.

By-Laws

ARTICLE 1: DUTIES OF THE OFFICERS
President

SECTION 1:

It shall be the duty of the President:

A.    To preside at all meetings of the Association and the Executive committee and to enforce all rules and regulations relating to the administration and the Association.

B.     To appoint all standing and special committees and chairpersons for all such committees.

C.     To authorize all expenditures of the Association and be authorized to sign all checks in the absence of the Treasurer.

D.    To support the Website Content Manager, and to help maintain information on the Association Website and Facebook site.

E.     To direct other officers and trustees in the performance of their duties.

F.      To serve as chairperson for the Annual Meeting Committee or co-support for combined state association meetings.

 

Vice-President/President-Elect

SECTION 2:

It shall be the duty of the Vice-President/President-Elect:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     To exercise all powers and prerogatives of the President in the absence of the President at meetings of the Association or the Executive Committee.

C.     Upon the death, resignation or removal from office of the President, to assume the office of the President until the next scheduled election.

D.    To assume such other duties as the President or Executive Committee may assign from time to time.

E.     To serve as chairperson for the Legislative Committee. 

 

Secretary

SECTION 3:

It shall be the duty of the Secretary:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     To send communications to the Executive Committee and Association as directed by the President.

C.     To disseminate the membership forms annually by June 1st, collect all membership dues, and deposit all monies.  Record all dues collected, and report the information to the Treasurer.   

D.    To disseminate annual meeting registration forms, collect registration fees, and deposit all monies.  Record all dues collected, and report the information to the Treasurer.

E.     To keep a complete and accurate register of all members of the Association and submit to the Executive Committee annually an updated member roster by September 30, and to provide additional reports as requested by the President. 

F.      To keep a complete and accurate record of all meetings of the Association and Executive Committee and to transmit said records to the President of the Association within a reasonable time after the meetings adjourn.  Maintain all Association records including meeting minutes, financial reports, and membership register.  Provide a file of current records and documents to incoming secretary within 30 days of appointment.

G.    To assume such other duties as the President or Executive Committee may assign from time to time.

H.    To support the Website Content Manager, and to help maintain information on the Association Website and Facebook site.

 

Website Content Manager

SECTION 3A:

It shall be the duty of the Website Content Manager:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     To maintain the integrity of the website and content.

C.     To make recommendations to improve website operations.

D.    To advise the Executive Committee when updates or additional resources are needed.

E.     To maintain administrative access to the Association website and Facebook site as advised by the President of the Association.

F.      To post current information on the website within a reasonable amount of time.

G.    To assume such other duties as the President or Executive Committee may assign from time to time.

 

Treasurer

SECTION 4:

It shall be the duty of the Treasurer:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     To be responsible for all monies of the Association and to keep complete and accurate records of all funds received and expended. 

C.     To deposit monies in the name of, and to the credit of, the Association in such depositories as designated by the Executive Committee, and to support the Secretary with the collection of membership forms/dues, and annual meeting registrations/fees as necessary.

D.    Create an annual budget by January 31.  Prepare and maintain a quarterly actual expense report versus budget to be submitted to the Executive Committee by the 30th of March, June, September, and December. 

E.     Provide treasurer report at Association meetings, and the annual fall meeting. 

F.      To sign all checks for the Association up to the amount of five hundred dollars ($500.00), and to acquire the additional signature of the President of the Association for checks in excess of that amount.

G.    To assume such other duties as the President or Executive Committee may assign from time to time.

H.    Responsible for the annual preparation and submission of tax forms. Maintain tax exempt status, and update current address on file with IRS and other government agencies.

I.       To serve as chairperson for the Membership Committee.

 

Past-President

SECTION 5:

It shall be the duty of the Past-President:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     To serve as an advisor and provide support to the Association President and other Executive Committee Members as needed.

C.     To help maintain the integrity of the Association Constitution and By-Laws. 

D.    To serve as chairperson for the Constitution and By-Laws Committee.

 

Trustees

SECTION 6:

It shall be the duty of the Trustees:

A.    To attend all Association meetings and participate in conference calls as scheduled.

B.     Together with the officers of the Association, to act as part of the Executive Committee and, as such, to have general supervision over the affairs of the Association and to determine the policies thereof.

C.     To serve on the Continuing Education Committee or another committee as determined.

D.    To assume such other duties as the President or Executive Committee may assign from time to time.

 

Committees

SECTION 7:

The President shall have the power to appoint any such standing, special or ad-hoc committees as the Executive Committee may consider advisable or as the Association membership may authorize.  The following committees may be a standing committee or special nature:

A.    Annual Meeting (Chair – President)

B.     Legislative (Chair – Vice-President)

C.     Constitution and By-Laws (Chair – Past President)

D.    Membership (Chair – Treasurer)

E.     Continuing Education (Chair – Trustee)

 

The Annual Meeting Committee will consist of the President, Executive Committee members as determined, Association member volunteers, and other members as determined.  The President will chair the committee, oversee the selection of the annual meeting location with the support and approval of the Executive Committee, and coordinate all general details of the annual meeting or provide co-support for combined state association meetings.


The Legislative Committee will consist of the Vice-President, Executive Committee members as determined, Association member volunteers, and other members as determined (NACS Government Relations liaison).  The Vice-President will chair the committee, regularly discuss textbook affordability initiatives, determine best practices, communicate current legislative issues, and discuss new solutions and initiatives as they enter our market.  This committee will also be responsible for an annual membership survey to determine who (current bookstore association members) is doing what in terms of textbook affordability initiatives, and to collect data regarding cost reductions plans.  Data collected will be posted annually on the association website.

The Constitution and By-Laws Committee will consist of the Past President, Executive Committee members as determined, Association member volunteers, and other members as determined.  The Past President will chair the committee, evaluate the constitution and by-laws annually, and make necessary recommendations to the Executive Committee.  This committee will also be responsible for maintaining the Association vision and mission statements.

The Membership Committee will consist of the Treasurer, Executive Committee members as determined, Association member volunteers, and other members as determined.  The Treasurer will chair the committee, follow-up on outstanding membership dues, and build the membership as determined.

The Continuing Education Committee will consist of a Trustee, Executive Committee members as determined, Association member volunteers, and other members as determined.  A Trustee will chair the committee and in conjunction with the committee members will plan and coordinate an educational session(s) or conference call(s) annually which will be open to Association members.  The Continuing Education Committee will also support the Annual Meeting Committee by coordinating the educational related sessions for the annual meeting or will provide support as needed for combined state association meetings.

Each committee will be responsible for accurately documenting meetings and submitting a copy of the minutes to the Association President and Secretary within a reasonable amount of time after the meeting adjourns.  Important information should be posted in a timely manner on the Association website as appropriate, and must be approved by the Association President in advance.

ARTICLE 2: MEETINGS OF THE ASSOCIATION
SECTION 1:
There shall be two (2) meetings held annually (subject to review by the President) for the purpose of transacting all business as shall come before it. Trade shows are not prohibited or mandatory but may be held at the discretion of the Executive Committee. Definite meeting locations are to be decided by the President and Vice President.  The meeting location may be at any point in the State of Ohio unless there are combined state association meetings where travel is necessary outside the State of Ohio. 

SECTION 2:
Special meetings of the Officers, Trustees, Committees and Association may be called by the President at any time and place that is best suited to take care of the business. A report of any committee meeting shall be forwarded to the President within ten (10) days of said meeting with a copy to the Secretary. Reasonable expenses incurred in attending the special meetings of the Officers and Trustees shall be borne by the Association, including travel to and from, with the approval of the President. 

SECTION 3:
Quorum. Normally those members attending the semi-annual meeting shall constitute a quorum, but recognizing through an act of God, e.g. adverse weather conditions, the attendance could conceivably be small, the Executive Committee will reserve the right to request a second vote on any major change affecting the Association at the next meeting, and hold that motion in abeyance until the second vote has been taken. Five (5) members of the Executive Committee in attendance will constitute a quorum of the Executive Committee at any regular or special meeting.

SECTION 4:

Reasonable travel expenses incurred by the Officers and Trustees in attending special meetings or to support and advance the Association’s objectives shall be borne by the Association, with the approval of the President.  The approved expenses include:

·         Mileage for personal travel to approved business meetings is reimbursable, and is calculated at the current rate determined annually by the Internal Revenue Service for the shortest practicable route.  When practical, Officers and Trustees are encouraged to carpool.

·         Reimbursement shall be provided for lodging in the event an overnight stay is required for an extended planning meeting which typically occurs once per year over a two day period.

Officers and Trustees are not reimbursed for mileage or lodging expenses for the annual fall meeting.

Special circumstances may arise in which expenses are incurred by an Officer or Trustee.  These special circumstances will be reviewed by the President, and a determination will be made regarding reimbursement.

ARTICLE 3: VOTING
SECTION 1:

The eligible voting member(s) of the Association shall be the (one) designated individual representing the Bookstore or the Associate firm, in good standing, in all voting matters. Within 10 days after the announced call for a vote of the proposed action, each entity will be entitled to one electronic vote to be submitted to tabulating committee of the association. The above assumes that there will be one vote per Bookstore and one vote per Associate firm. There shall be no voting by proxy.


SECTION 2:
If an individual of a Bookstore or Associate other than the previously designated member is elected to an office, then that individual shall become the only voting member for the term of office.

 

SECTION 3:
Each member of the Executive Committee shall be entitled to one vote in all meetings of the Executive Committee. The President will exercise his or her vote in an Executive Committee meeting only in the event of a tie.

ARTICLE 4: DUES AND FEES
SECTION 1:
The amounts of all dues and fees to the Association shall be established by the Executive Committee subject to the approval of the membership.

SECTION 2:
Annual dues are due and payable to the Ohio Association of College Stores on or before August 31 of each year.


ARTICLE 5: FISCAL YEAR
SECTION 1:
The fiscal year of the Association shall be from July 1 through the following June 30.

ARTICLE 6: RULES
SECTION 1:
The rule of Parliamentary procedure as laid down in Robert’s Rules of Order (Revised) shall govern all meetings of this Association.

ARTICLE 7: AMENDMENTS
SECTION 1:
Amendments to the Constitution and By-Laws of the Association shall be proposed via email and will be made by the Executive Board.  A review will be conducted every three years to ensure relevance.  Constitution and By-Laws will be made available to the membership via the association website.

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© 2019 Ohio Association of College Stores

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