Article I: Name, Objectives and Membership

The name of this organization is the Ohio Conference of the American Association of University Professors. It is a non-profit corporation affiliated with the American Association of University Professors ("AAUP".)

The Ohio Conference’s objectives shall be to further cooperation among AAUP chapters in Ohio and to promote the general aims and interests of the AAUP within the State of Ohio as specified in the Articles of Incorporation. The Ohio Conference shall show due regard for geographic and institutional representation as well as general diversity in all areas of its operations.

Membership in the Ohio Conference shall be open to all AAUP members in Ohio. Representation shall be through chapter affiliation.

The voting members of the Board of Trustees of the Ohio Conference shall be the President, the Vice-President, the Secretary, the Treasurer, the immediate past President, any member from the State of Ohio then serving on the AAUP National Council or Executive Committee, an At-Large Member from a Private Institution, an At-Large Member from a Public Institution, an At-Large Member from either Private or Public Institution, and the Chairs of the Committees on Organizing, Private Institutions, and Two Year Institutions. All voting positions on the Board of Trustees shall be elected.

The Chairs of the Committees on Academic Freedom and Tenure and Government Relations shall be non-voting, ex-officio members of the Board of Trustees. They shall be appointed by the President with the approval of the Trustees.

All voting Board of Trustees positions, except for National Council or National Executive Committee members and immediate past President, shall be elected for two-year terms. For purposes of serving terms of office on the Board of Trustees, the year shall run from September 1 through August 31.

Trustees who are National Council members or members of the National Executive Committee shall serve on the Board of Trustees as long as they hold their National positions. The immediate past President shall continue to serve on the Board for one year past the end of his/her term as President. The Chairs of the Committees on Academic Freedom and Tenure and Government Relations shall serve at the will of the President and the Trustees. If there is a vacancy in the position of President, the Vice President shall become the President and a special election shall be conducted to elect a new Vice President to fill the position for the remainder of its term. For all other voting Board vacancies, except for members of the AAUP National Council or Executive Committee, the Board shall decide whether to hold a special election or wait until the next regular election to fill the position.

The Board of Trustees is authorized to meet and take action consistent with the objectives of the Conference at meetings held between Conference meetings. There shall be at least four (4) regular meetings of the Board each year. Regular meetings of the Trustees for the following year shall be determined by the Board at a meeting held at the conclusion of the Annual Conference Meeting. Special meetings of the Board may be called by the President if needed.

Board meetings shall be chaired by the President or in his or absence by the Vice President. A quorum for meetings shall be a majority of the membership of the Board. The Board is authorized to invite other Conference members or guests to attend meetings as appropriate. Minutes of Board meetings shall be prepared by the Secretary and posted on the Conference website.

The President shall preside at Conference meetings and, with the approval of the Trustees, arrange for the Conference meetings and appoint Chairs of those standing committees for which the chair is not elected; shall execute such matters as are referred to him or her at Conference meetings and by the Trustees; and, in consultation with the Trustees, shall take such other actions as are judged necessary to carry out the objectives of the Ohio Conference, and shall report at the next Conference meeting any actions taken by the Trustees during the time between meetings. The Vice President shall preside in the absence of the President. Both the President and the Vice-President shall serve as delegates to the Annual National AAUP meeting and to the Annual meeting of the Assembly of State Conferences.

The Secretary shall keep the Ohio Conference records, including minutes of meetings of the Trustees and of the Conference. The Secretary shall serve as a delegate to the Annual meeting of the Assembly of State Conferences.

The Treasurer, with the assistance of the Executive Director, shall collect, manage, and distribute funds, shall propose an annual budget to the Trustees, and shall make a financial report at each Conference meeting and at each Board meeting. Any expenditure not specified in the Conference budget, in excess of $1000, must be approved by the President or by the Trustees. The Treasurer shall serve as a delegate to the Annual meeting of the Assembly of State Conferences.

Article III: Nomination of Trustees

Each year, a call for nominations shall be sent to all Ohio Conference members in good standing no later than December 1. No later than December 15, a Nominating Committee shall be appointed by the President, consisting of four Conference members. No later than January 30, this Committee shall screen the qualifications of potential nominees and shall propose up to two nominees for each Trustee positions to be elected. Nominations may also be made by petition signed by at least ten (10) Conference members and received by the Conference Executive Director no later than January 30. Such petitions must be accompanied by a signed statement from the nominee indicating a willingness to serve as a Trustee. All nominees must be members of the Ohio Conference AAUP, in good standing, and must have been members for two full years proceeding the year of nomination. No nominee shall run for more than one open Trustee position per election. Each nominee shall be accorded the opportunity to prepare a short statement along with relevant biographical information, in accordance with guidelines established by the Trustees. The names of the nominees, and the nominees’ statements, shall appear in a Conference newsletter distributed no later than February 28. Each nominee, upon request, shall have one opportunity within thirty (30) days of the election to review the membership list of the Ohio Conference.

Article IV: Election of Trustees

Members of the Board of Trustees who are National Council or Executive Committee members are elected by the general membership in elections conducted by National AAUP.

Other voting members of the Board of Trustees shall be elected as follows:

The President, Vice President, Secretary, and Treasurer shall be elected by vote of the general membership. The President and the Secretary shall be elected in even-numbered years. The Vice President and the Treasurer shall be elected in odd-numbered years.

The At-Large – Private Member must be a member at a private institution and shall be elected in even-numbered years by vote of the members at private institutions.

The At-Large – Public Member must be a member at a public institution and shall be elected in odd-numbered years by vote of the members at public institutions.

The At-Large – Private or Public Member shall be elected in odd-numbered years by vote of the general membership.

The Chair of the Committee on Organizing must be a member at a collective bargaining institution and shall be elected in even-numbered years by vote of the members at collective bargaining institutions.

The Chair of the Committee on Private Institutions must be a member at a private institution and shall be elected in odd-numbered years by vote of the members at private institutions.

The Chair of the Committee on Two Year Institutions must be a member at a community or technical college and shall be elected in even-numbered years by vote of the members at two year institutions.

Elections for Board of Trustees positions, other than members of the AAUP National Council or National Executive Committee, shall take place by secret ballot mail and/or by secret ballot electronic voting.

Ballots shall be mailed and/or sent electronically to Conference members in good standing no later than March 15. Completed ballots must be returned by mail or electronically no later than April 15. Write-in votes shall not be permitted. Results shall be announced no later than May 15.

Article V. Delegates to the National AAUP Annual Meeting

Each year, the Ohio Conference is entitled to two (2) delegates to the Annual National AAUP meeting and to four (4) delegates to the Annual meeting of the Assembly of State Conferences. The President and the Vice-President of the Ohio Conference shall serve as delegates to the Annual National AAUP meeting, and shall be elected as such concurrent with election to their respective Trustee positions. The President, Vice-President, Secretary, and Treasurer shall serve as delegates to the Annual meeting of the Assembly of State Conferences, and shall be elected as such concurrent with election to their respective Trustee positions. For these delegates, the Ohio Conference shall pay for Annual National AAUP meeting registration, travel, room and board to the extent that such expenses are not paid by the delegates’ respective chapters.

Article VI: Conference Meetings and Procedures

The Ohio Conference shall meet at least once annually at such time and place as may be decided upon by the Trustees. Representatives of seven Ohio Chapters at the Conference meeting shall constitute a quorum. The agenda shall normally be distributed to the Ohio chapters at least five weeks before each meeting. Unless otherwise specified in this Code of Regulations, all business shall be conducted in accordance with Roberts Rules of Order, Newly Revised.

Special Conference meetings may be called by the Trustees or upon petition by any seven AAUP chapters in Ohio. A Conference meeting requested by such petition shall be held within sixty days from the date of receipt of the petition by the President or by the Ohio Conference’s Executive Director.

With the exception of elections, voting shall be by delegates of the AAUP chapters in the State of Ohio present at the Conference meeting and each chapter delegation shall have one vote.

For purposes of representation, each AAUP member at an institution of higher education in Ohio at which there is no chartered AAUP chapter shall be entitled to be a member of a single statewide chapter, called the State Chapter. This State Chapter may nominate and elect officers, who shall in turn provide for the nomination and election of delegates to the Ohio Conference.

Article VII: Dues and Finances

Ohio Conference dues shall be recommended to the AAUP be either a majority vote of the delegates voting at a special or regular Conference meeting, or a majority vote of the Trustees which vote is then ratified at the next special or regular Conference meeting. Each chapter delegation shall be entitled to one vote.

The Ohio Conference’s fiscal year shall run from January 1 to December 31. The Trustees shall prepare an annual budget for each year and submit it for approval to the membership at the annual meeting of the Ohio Conference.

Article VIII: Standing Committees

Standing committees shall include Committees on Academic Freedom and Tenure, Government Relations, Organizing, Private Institutions, and Two year Institutions. The Chairs of the Committees on Organizing, Private Institutions, and Two year Institutions shall be elected. The Chairs of the Committees on Academic Freedom and Tenure and Government Relations shall be appointed by the President with the approval of the Trustees.

The Trustees shall establish other Standing Committees, when deemed appropriate, for which the President shall appoint a Chair.

The remaining members of each Committee shall be selected by the Chair with the approval of the President.

Chairs of Standing Committees shall report on the activities of their Committees at each Conference meeting.

Article IX: Conference Newsletter

The Ohio Conference shall periodically publish, in hard copy and/or electronically, a newsletter. The President and Ohio Conference’s Executive Director shall be responsible for the publication of the newsletter.

Article X: Amendments

Amendments to this Code of Regulations shall be proposed by chapter resolution to the Trustees at least six weeks before the Conference meeting or by the Trustees themselves. Proposed amendments must be circulated to the membership five weeks in advance of the Conference meeting.

Adoption of amendments must be by a two-thirds vote of the chapters present and voting at a Conference meeting.

The new Code of Regulations will be effective January 1, 2010, but then current Trustees will be grandfathered until September 1, 2010. Elections for a new Board of Trustees, to be seated on September 1, 2010, will take place in Winter-Spring 2010 according to the nomination and election procedures described in the 2009 Code.

In 2010, and every two years thereafter, the following positions will be elected for 2-year terms:

President
Secretary
At-Large-Private Member
Chair of the Committee on Organizing
Chair of the Committee on Two Year Institutions

In 2010 only, the following positions will be elected for 1-year terms:

Vice President
Treasurer
At-Large-Public Member
At-Large-Private or Public Member
Chair of the Committee on Private Institutions

In 2011, and every two years thereafter, the positions of Vice-President, Treasurer, At-Large-Public Member, At-Large Private or Public Member, and Chair of the Committee on Private Institutions will be elected for 2-year terms.