Ohio RSOL, Inc.,
ARTICLE I—NAME AND PURPOSE
Name and Purpose: The name of the organization shall be Ohio RSOL. Ohio RSOL shall sometimes be known as, and shall be referred to herein, as OH-RSOL. OH-RSOL has been formed for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. All activities conducted by OH-RSOL, its members, director or officers, shall be conducted in a manner consistent with these purposes.
Vision: OH-RSOL envisions an environment free from arbitrary laws such as public sexual offense registries, residency and proximity restrictions, and lifetime labeling that is not evidenced or proven to be effective in predicting, reducing and preventing sexually oriented offenses.
Mission: OH-RSOL is committed to promoting and supporting cost-effective, evidence-based policies, practices and laws which balance the need for public safety with the goal of rehabilitation and reintegration of individuals convicted of a sexually oriented offense.
Goals: OH-RSOL hereby adopts the following goals to achieve its purpose, vision, and mission:
- Provide evidence and education to law makers, the media and the public by dispelling existing myths around individuals convicted of a sex offense.
- Promote legislation that supports a limited sexual offense registry based on empirical data and individual risk assessment.
- Seek to avoid unintended consequences associated with registration which may harm registrant families.
- Support judicial actions and litigation that are consistent with the constitutional rights of United States and Ohio’s registrant population.
- Encourage evidence-based community policies and practices which support reintegration.
Membership: Participation in OH-RSOL shall be open without discrimination to all persons 18 years or older who are supportive of OH-RSOL’s Vision, Mission and Goals as expressed in Article I. All members shall be required to support and promote the Vision, Mission and Goals of the organization, and to conduct themselves in a manner that represents OH-RSOL and its members in the most favorable light possible. The Board of Directors may remove any member who the Board feels, in its sole discretion, does not satisfy this requirement.
Membership Dues: Annual membership dues shall be fifty dollars or such amount established by the Board at a meeting held for the purpose of establishing membership dues. The Chairman reserves the right to accept service in lieu of membership dues.
Duties of Members: Each member agrees to attend three meetings a year or to serve on a committee as a condition of maintaining membership. The Chairman reserves the right to accept a member who does not adhere to these duties.
ARTICLE III— BOARD OF DIRECTORS/ OFFICERS
Board of Directors: A Board of Directors shall be elected by affirmative vote of a majority of members present at the first Meeting of the first calendar year after membership dues have been collected. The Board of Directors shall include the Chairperson, Vice-Chairperson, Secretary, and Treasurer. The Secretary/ Treasurer positions may be combined if necessary.
Thereafter, Officers shall be elected as follows: the Vice-Chairperson and Secretary shall initially be elected for a one-year term, with re-election at the beginning of the calendar year following their initial election. Thereafter, the Vice-Chairperson and the Secretary shall serve for two-year terms, beginning in an odd-numbered year and ending in the following even-numbered year.
The Chairperson and Treasurer shall initially be elected for a two-year term, with re-election at the beginning of the even-numbered calendar year following their initial election. Thereafter, the Chairperson and the Treasurer shall serve for two-year terms, beginning in an even-numbered year and ending in the following odd-numbered year.
In the event the positions of Secretary/ Treasurer are combined, the Secretary/ Treasurer shall serve for a one-year term until such time as the positions are separated.
Duties of Officers: The Chairperson shall preside over Meetings, and shall coordinate with and supervise Chairpersons of Standing and Ad Hoc Committees, as needed. The Vice Chairperson shall preside over Meetings in the absence of the Chairperson. The Secretary shall keep Minutes of Meetings and distribute them to Members. The Treasurer shall maintain the financial records of the Organization as directed by the Executive Committee, and shall file the annual tax return for all years during which he/ she served as Treasurer. Officers shall have such additional duties and responsibilities as required from time to time.
Committees: As soon as practical after the election of Officers, the Board of Directors shall form such Standing Committees necessary to further the Vision, Mission and Goals of the Organization. Thereafter, the Chairperson may establish such Ad Hoc Committees necessary to further the Vision, Mission and Goals of the Organization.
Committee Chairpersons. As soon as practical after the creation of any Standing Committees or Ad Hoc Committees, the Chairperson shall appoint Committee Chairpersons to serve for the remaining term of the Chairperson. The Chairperson may serve as Committee Chairperson or Member of any Standing or Ad Hoc Committees, but shall not be required to do so.
ARTICLE V— EXECUTIVE COMMITTEE
Executive Committee: The Executive Committee shall include the Board of Directors and the Committee Chairs for Standing Committees. The Executive Committee shall make any decisions regarding matters which arise between Meetings, to the extent that such matters cannot wait until the next Membership meeting.
Vision, Mission and Goals: All members of the Executive Committee shall be required to support and promote the Vision, Mission and Goals of the organization, and to conduct themselves in a manner that represents OH-RSOL and its members in the most favorable light possible. The Executive Committee may remove any member who it feels, in its sole discretion, does not satisfy this requirement.
Meetings: The Chairperson shall communicate at least monthly, either in person, by telephone, e-mail or any other electronic means available, with members, and shall schedule meetings as needed. Meetings will be held at least six times per year, or more often as needed. Any expenditures of funds shall be authorized by majority vote of members present at a membership meeting held for that purpose, provided notice of that meeting is given to all members.
Fiscal Year: The fiscal year of Ohio RSOL shall be from January 1st to December 31st.
Contracts and other Writings: Except as otherwise provided by resolution of the Board of Directors, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the Treasurer or other persons to whom the organization has delegated authority to execute such documents in accordance with policies approved herein or established by majority vote at any membership meeting.
Checks & Drafts: All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent or agents, of the organization and in such manner as shall from time to time be determined by resolution of the Board. Expenditures over $150 (except for recurring expenses) must be approved by a majority of the Board of Directors.
Deposits: All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the treasurer may select.
Loans: No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Audit: The Chairperson shall appoint an Audit Committee to review the books and records of the Treasurer. As soon as practical after the first election of Officers, but in no event later than the end of the first fiscal year, the Audit Committee shall recommend a procedure for the annual audit to the Executive Committee, which procedure shall be incorporated in and become a part of these Bylaws. Thereafter, the Chairperson shall appoint an Ad Hoc Committee at the end of each calendar year to complete the annual audit. Such audit shall be complete on or before February 15th of each calendar year, and shall be a prerequisite for filing the Organizations’ tax return for the previous year.
Indemnification: In addition to, and not in any way in limitation of, all indemnification rights and obligations otherwise provided by law, the organization shall indemnify and hold harmless its Directors and Indemnified Officers against reasonable liabilities and expenses in any proceeding (including, without limitation, a proceeding brought by or on behalf of the organization itself) arising out of their status as Directors or Officers; provided, however, that the organization shall not indemnify a Director or an Indemnified Officer against liabilities or expenses that such person may incur on account of activities clearly in conflict with the best interest of the organization.
ARTICLE IX —AMENDMENTS
These Bylaws shall be amended as soon as practical following the meeting in which the organization elects its Board of Directors. These Bylaws shall be reviewed again upon the expiration of the first year of the elected Board of Directors, and amended as necessary. Thereafter, the Bylaws shall be reviewed every two years upon the election of a new Chairperson.
ARTICLE X—LEGAL SERVICES DISCLAIMER
OH-RSOL is not a law firm and does not provide legal advice or counsel to its members or other interested parties but may refer individuals to attorneys and/or professional organizations that provide legal services.
Books and Records: The Organization shall keep records of accounts and minutes of the proceedings of all Membership Meetings and Meetings of the Board. Additionally, the Organization shall keep a copy of its Articles of Incorporation and Bylaws as amended to date.
Conflict of Interest: As soon as practical after the election of Officers, the Board shall adopt a Conflict of Interest (COI) policy to protect the organization’s interests when it is contemplating any transaction or arrangement which may benefit any Director, Officer, employee, affiliate, or member of a committee with Board-delegated powers. The COI policy shall be attached hereto and incorporated herein as fully as if restated in the Bylaws. The Organization shall periodically review the COI policy for applicability and compliance.
Approved by unanimous vote of the members present at the general membership meeting on the 2nd day of February, 2020.