Constitution and By-Laws of the OCBA

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TABLE OF CONTENTS

Article 1: Name.

This organization shall be known as the Oldham County Beekeepers Association and shall be referred to in this document as “The Association” and/or “OCBA.”

Article 2: Mission Statement.

The Oldham County Beekeepers Association exists to create a community of beekeepers, while facilitating and promoting good beekeeping practices.

Article 3: Purpose.

The Oldham County Beekeepers Association is organized exclusively for charitable, scientific, and educational purposes. This is achieved through our community interactions with the beekeeping and non-beekeeping public.

  1. A community of beekeepers.
    a. To facilitate beekeeper education;
    b. To encourage good fellowship and cooperation among beekeepers;
    c. To provide a forum for the exchange of information, ideas, and views of mutual interest to beekeepers;
    d. Support state and regional beekeeping agencies where practical;
    e. Provide association members community capital equipment where practical; and,
    f. To promote the sale of OCBA beekeeper’s local-origin products.
  2. Beekeepers and the community.
    a. To promote understanding and cooperation between the Association and the community with regard to beekeeping
    b. To raise public awareness of the benefits of bees, as well as expand and improve the hive-product market.
  3. Beekeeping at large.
    a. To promote the interests of the Association membership which relate to bees and beekeeping.

Article 4: Membership.

  1. OCBA shall be a membership organization and operates on a calendar year. The organization’s year shall be from January through December of each calendar year. Immediate families residing at the same address shall be members if one family paid membership dues. Vote limited to one per household.
  2. Anyone interested in beekeeping and the beekeeping industry may apply to join the Association, with payment of the regular annual dues as set by the Board (See GOG for dues structure.).
  3. Continuing members are expected to renew by the March meeting. Non-renewing members are culled from Association lists after the March meeting.
  4. Honorary membership may be granted by the Board to recognize members with years of service, or peripheral community members who facilitate our operations, and are non-dues paying. This is done at the board’s discretion.
    a. Honorary membership may be removed by the Board.
    b. Honorary members may be assigned to and have voting privileges within a committee.
    c. For general votes, honorary members are non-voting and are omitted from quorum considerations.
    d. Honorary members may not hold board positions.
  5. The membership roll of the Association is for the official use of the Association and is not to be used, or distributed, for any other purpose without voted approval of the Board.
  6. The Board may suspend members for a stated period of time, or outright banish members, or prevent or revoke persons from joining, with cause and a unanimous Board vote.
    a. The Board may vote to reverse their decision by simple majority vote.
    b. The suspension/ban/prevention/revocation may be vetoed by a general Association simple majority vote.
    c. Members banned shall have all dues paid for the year returned.

Article 5: Operations. 1/3.

  1. These Bylaws form the basic structure of our operations.
  2. Regular business and organizational business decisions that don’t require the participation of the whole of the Association’s members as specified elsewhere in these Bylaws, shall be handled by the elected officers, hereafter referred to as “The Board,” in board meetings.
  3. Amendments to physical and mailing addresses may be made by a board majority vote.
  4. Amendments to all other bylaws must be by general association vote achieving quorum requirements, with notification of change and discussion thereof at the prior general meeting achieving quorum requirements, and noted in published minutes.
  5. The Board shall maintain a General Operating Guideline (GOG) book to facilitate regular club operations, management, and for items not addressed by these Bylaws.
    a. The GOG is not intended to address all conceivable events, but shall address regular predictable club business events that are beyond the scope or rigor of these Bylaws.
    b. The Board may edit the GOG by board majority vote in a board meeting.
    c. Bylaws supersede GOG.
  6. The club operates on a calendar tax year, running from January 1st to December 31st.
  7. Meetings.
    a. There are five types of meetings considered in this document, but the Association is not limited to these five meeting types:
    i. “Board” or “business” meetings with all members invited to participate, but with only board member quorum requirements and board member votes tallied. Business meetings are generally scheduled monthly to allow the Board to facilitate general club business (examples: treasury reports, committee updates, decisions regarding general meeting scheduling). Meetings are closed to the public.

ii. “Association” or “general” meetings with all members invited to participate. These meetings generally have an educational or community-building component and are generally scheduled monthly. These may be attended by prospective members as is outlined in the GOG, and are generally closed to the public.

  1. Business may be conducted by the Board if needed at a general association meeting at the Board’s discretion, assuming the meeting meets equivalent business meeting notification requirements (14-day notice or rain date rules above). It shall be assumed a general association meeting can become a board meeting if the general association meeting was appropriately scheduled and notified.

iii. “Committee” meetings for committees established by the Board.
iv. “Event” meetings for public-facing activities, such as community markets and educational events. These are coordinated through the Board and/or designated committees and/or the vice president.

Article 5: Operations. 2/3.

v. “Emergency Board” or “Emergency Business” meetings with all members invited to participate, but with only board member quorum requirements and board member votes tallied. While it is impossible to note every possible event that could induce an emergency meeting, this is specific to unique events that require immediate and unscheduled response by the board. These should be isolated events, and business limited to the urgent event itself. While other meeting types require extended notices, notice for an emergency meeting is just 48 hours.

b. Meetings of the Association and the Board shall be regularly scheduled at such time and place proscribed by the Board.
c. The time and location of all the association and board meetings will be announced, by email, by the secretary.
i. Notice must be provided 14 days before a scheduled business meeting.
ii. Meetings may be canceled for environmental events by the Board, up to and including at the start of a scheduled event, by ad hoc board vote which may be done in person, by phone, or electronically.
iii. Alternating to published “rain dates” and their use meet the need for 14-day business meeting notice.
iv. Meetings may still be held at dates not meeting the 14-day requirement (example: field day events rolled to a date not-notified may still be held,) but no votes may be held for club business at those short-notice meetings.

d. Committee and event meeting arrangements and activities are left to the discretion of the committee and event members, within limits proscribed by the Board.
e. Board and/or general association meetings and/or committee meetings may be combined with special events, field days, dinners, etc.
f. Meetings may be held by electronic means. Electronic-held board and general association meetings shall have invitations shared with association members. The same business meeting notification requirements above apply.

g. Quorum requirements:
i. For general association votes, 25 percent of non-honorary association members must be present, including members attending electronically.
ii. For board and committee votes, a simple majority of board or committee members is required, unless stated otherwise in these Bylaws (five board members, so three votes. A committee with three members would require two votes).

h. Votes will be by raised hand or vocal (yea or nay), or by digital means if needed.

Article 5: Operations. 3/3.

i. Board and general association meetings shall follow an agenda.
i. Members may request items be added to the agenda before the agenda is published, and the secretary shall facilitate the addition of those items to the agenda.
ii. The meetings ideally follow the agenda as published. New or unforeseen business can be discussed and addressed under new business, with ‘new business’ being a persistent component of the meeting agendas.
iii. Votes on new business may be called due to urgency and the new business being relatively insignificant or otherwise regular club business. Significant changes or projects brought up under new business should be tabled before any board or association decisions are finalized, and noted in the minutes and future meeting agendas.
iv. A reasonable effort should be made to address all points on the agenda.
v. Subjects may be tabled for discussion at a future meeting per Robert’s Rules of Order.
vi. This agenda requirement is to facilitate open governance, and avoid surprise events for members.

j. The Board or respective committee or designated person shall perform the duties of the sergeant-at arms, including:
i. Arrange for the meeting location to be accessible and ready for the meeting;
ii. Maintaining order at meetings; and,
iii. Remove non-members from closed meetings.

  1. If not addressed in this document or the GOG, Robert’s Rules of Order shall be utilized to settle any point of order. As Robert’s Rules are consistently updated in new additions, the edition used for points-of-order shall be the most recent one approved by the board.

Article 6: Board of Officers.

  1. The officers of the Association shall consist of a president, vice president, secretary, treasurer, and education program coordinator. These officers constitute the Board.
  2. Board members serve 2-year terms, from January 1st of an even year to December 31st of an odd year.
  3. Board members and board member candidates must be dues paying members in good standing.

Article 6: Election of Officers.

  1. The election is held at the general Association November meeting on odd years.
    a. Those elected shall serve in that capacity for 24 months with their term beginning January 1 of the following even year, and ending December 31 of the following odd year.
    b. If that November association meeting is canceled, the vote shall occur at the next general association meeting that meets business notification requirements. The new board is seated as soon as possible the year following a delayed election. Their terms still end on December 31 of the odd year.
    c. As the election is well known and scheduled, quorum requirements are omitted.
  2. Candidates for election shall be nominated from the floor and present, or will have made their intentions known. All candidates must have paid their association dues and otherwise be a member in good standing.
  3. The officers shall be elected by a majority vote of the members present (present physically or digitally) who are in good standing and having paid the association dues.
  4. There are no term-limits, board members may be re-elected indefinitely.
  5. Any board vacancy that occurs, except for the president, shall be filled by appointment by the president.
  6. If the president is lost, the vice president will become president until the next regularly scheduled election.
  7. If both president and vice president are lost, an election is held at the second general Association meeting that meets the business meeting requirements after the Association members have been notified of the vacancy.

Article 9: Duties of Officers.

  1. The PRESIDENT of the Association shall:
    a. Preside and preserve order at all meetings of the Association;
    b. See that the constitution and by-laws are adhered to;
    c. Lead the Association toward the fulfillment of its objectives;
    d. Perform any other reasonable presidential duties assigned by the Board; and
    e. Perform all other duties not otherwise specified.
  2. The VICE PRESIDENT of the Association shall:
    a. Act with full power of the president in the absence or in the inability to act;
    b. Succeed the president for the remainder of an unexpired term in the event that the office is vacated for any reason;
    c. Perform any other reasonable vice-president duties assigned by the Board.
  3. The SECRETARY of the Association shall:
    a. Keep an accurate account of and preserve permanent records of all association and board meetings;
    b. Carry on the general correspondence of the Association under the direction of the president;
    c. Issue notices to the membership of regular and special meetings;
    d. Maintain a current and secure membership list;
    e. Maintain current and past Annual Conflict of Interest Policy Statements; and,
    f. Perform any other reasonable secretary duties assigned by the Board.
  4. The TREASURER of the Association shall:
    a. Be the custodian of the Association funds including annual dues;
    b. Receive membership forms and deposits, and transfer forms to the secretary for membership list maintenance;
    c. Track all monies received;
    d. Pay, as soon as practical, all bills owed by the Association;
    e. Report at each regular business meeting monies received and disbursed during and since the previous regular meeting;
    f. Submit in writing an annual financial report (see GOG);
    g. Provide the necessary financial records for an audit yearly (see GOG); and,
    h. Complete and submit annual filings to IRS and Kentucky Department of Revenue, etc.
    i. Perform any other reasonable Treasurer duties assigned by the Board.
  5. The EDUCATIONAL PROGRAM COORDINATOR (EPC) of the Association shall:
    a. Design a program to encourage the membership to improve their beekeeping skills;
    b. This position must perform duties beyond its elected term. The EPC shall schedule content for January, February, and March of the following year before their term expires, and facilitate the transition of management to the newly elected EPC.

Article 10: Removal of Officers.

  1. In the event it becomes apparent an officer must be removed, it must be achieved by general/association vote, with notification of vote and discussion thereof at the prior General meeting that meets quorum requirements, with it noted in published minutes.
    a. If the officer in question is the secretary, the published minutes requirement may be omitted.

Article 11: Committees.

  1. Committees, long-term and/or ad hoc, will be appointed by the Board as needed. The Board shall appoint members to the committee. In general committees are made up of association members in good standing. Board members and non-board members may be assigned to a committee.
  2. The Board must form an ad hoc committee to study an item if requested by the majority of the Association. The board shall appoint members to the committee.
  3. Committees may be given spending and action privileges and/or limits by the Board.

Article 12: Events.

  1. “Events” refers to public-facing activities, such as community markets and educational events;
  2. Events may be approved by a designated committee and/or by the Board and/or by a individual designated by the Board;
  3. Events may be managed by a designated committee or by a designated individual as coordinated and approved by the Board;
  4. The event’s designated individual or committee may be given spending and action privileges and/or limits by the Board; and,
  5. Board decisions supersede committee decisions which supersede “designated individual” decisions.

Article 13: Dissolution.

In the event of dissolution of this Association, all assets of the club will be contributed to a similarly aligned beekeeping nonprofit to be designated by the Board at that time. Should this not be achievable, all assets are to be donated to the Kentucky State Beekeepers Association or its supersedent.

Article 14: Conflict of Interest Policy.

  1. The Association’s Board Members shall comply with a Conflict of Interest Policy, to ensure Association operations meet 501c3 requirements.

a. The purpose of the Conflict of Interest Policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of a committee of the Association or might result in a possible excess benefit transaction.

b. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable corporations.