CONSTITUTION OF THE
OHIO HUNTER AND TRAPPER
EDUCATION INSTRUCTORS ASSOCIATION
ARTICLE I
(Name, Location and Purposes)
(A) Name. The name of this organization shall be The Ohio Hunter and Trapper Education Instructors Association (“Association”).
(B) Location. Until changed by resolution of the Association’s Board of Directors (“Board”), the Association’s principal office and place of business shall be located in Franklin County, Ohio.
(C) Purposes. The purposes of the Association shall be:
• To improve the quality of volunteer hunter and trapper education instruction offered in the State of Ohio;
• To recruit new, qualified hunter and trapper education instructors;
• To support Ohio hunter and trapper education instructors in their instructional efforts;
• To share among its members new and improved instructional techniques and mechanisms;
• To affiliate with, if desired, other hunting, trapping, shooting and wildlife oriented organizations with which its shares common goals;
• To foster cooperation and coordination between the Association and the Ohio Division of Wildlife and the U. S. Fish and Game Commission and, upon request, to aid and assist the Ohio Division of Wildlife in the administration and maintenance of the Ohio Hunter and Trapper Education Program; and
• To engage in other appropriate activities as determined by the Association’s Board.
ARTICLE II
(Membership)
(A) General Membership. Membership in the Association shall be open to and shall be conferred upon individuals automatically when they become certified as volunteer hunter/trapper education instructors by the Ohio Division of Wildlife or any subsequent comparable State of Ohio governmental agency, regardless of name. In the event a member’s certification lapses due to lack of currency or is suspended, revoked or terminated by the issuing governmental authority for any reason, the individual’s general membership in the Association automatically shall be suspended, revoked or terminated.
The Association’s Board also shall have the authority to suspend, revoke or terminate an individual’s General membership in the Association for any appropriate cause, but may not do so arbitrarily or on a discriminatory basis. Any such suspension, revocation or termination action by the Board shall be taken only after the individual has been given reasonable advance notice of the alleged cause and an opportunity to appear before the Board and contest the alleged cause. The Board’s action on such membership shall be by a simple majority of the Director’s present and voting at a meeting at which a quorum is present. If the action is adverse to the individual, he or she may appeal the Board’s action to the Association’s General membership at their next regular or special meeting for such purpose and the Board’s adverse action may be overturned by a two-third’s majority of the General Members present and voting at such meeting.
Only General Members shall be entitled to vote at any meeting of the members. Except as expressly otherwise provided herein, employees of the Ohio Division of Wildlife or other Ohio certifying agency who hold Hunter and/or Trapper Education Instructor certification, shall not be eligible to vote or become Officers or Directors of the Association. They, however, shall be eligible for and automatically shall receive Associate membership in the Association and shall be entitled to fully participate in its activities except as stated in the foregoing sentence.
There shall be no initiation fees, dues or assessments charged to the General Members unless the Association’s Bylaws so provide.
(B) Associate Membership. Non-voting Associate membership in the Association shall be available to and automatically conferred upon employees of the Ohio Division or Wildlife or other Ohio certifying agency who hold Hunter and/or Trapper Education Instructor certification and also to interested parties who do not hold State of Ohio Hunter/Trapper Education Instructor certification but who, as determined by the Board, meet such other requirements or criteria as may be set forth in the Association’s Bylaws.
(C) Emeritus Membership. Any General Member who has rendered meritorious service, as determine by the Board, but whose certification lacks currency due to age, infirmity or other valid cause, may be conferred with non-voting Emeritus membership in the Association upon meeting such requirements and criteria as may be set forth in the Association’s Bylaws.
(D) Honorary Membership. Non-voting Honorary membership in the Association shall be available for conferral by the Board upon any individual or entity that supports and assists the Association in a highly significant way, upon meeting such requirements and criteria as may be set forth in the Association’s Bylaws.
ARTICLE III
(Members Meetings)
(A) Annual Meeting. The Annual meeting of General Members shall be held in February of each year, commencing in the year 2007. The President’s State of the Association Report and the Association’s Financial Report shall be presented to the members at this meeting or, if not so presented, at the next regular or special meeting of General Members following or held in lieu of such Annual meeting.
(B) Notice of Meetings. Notice of the annual or any regular meeting of the General Members shall be given to each General Member in writing at least ninety (90) days prior to the meeting. The notice shall be given by the Association’s Secretary and shall state the date, time and place of the meeting. The notice shall be given by U.S. first class mail and shall be deemed given three calendar days after posting.
Notice of any special meeting of General Members shall comply with the provisions of the above paragraph, but shall be given not less than seven (7) days prior to such meeting and shall state the purpose of the special meeting. No business other than that specified in the notice thereof shall be considered at any special meeting of the General Members.
(C) Quorum. For purposes of conducting business at any meeting of the General Members, those present shall constitute a quorum.
(D) Voting. Unless otherwise provided elsewhere herein or in the Association’s Bylaws, all proposed actions by the General Members shall be taken or defeated by a simple majority of those present and voting at the meeting.
ARTICLE IV
(Board of Directors)
(A) Number. All of The Association’s affairs shall be managed by a Board of Director to be composed of fifteen (15) voting Directors elected by the General Members of the Wildlife District(s) to be represented and the State of Ohio’s Hunter Education Coordinator (or other designee of the Chief of the Ohio Division of Wildlife) who shall be an ex-officio (non-voting) member. The voting Directors shall not be entitled to compensation as such, but shall be entitled to reimbursement for their documented reasonable, necessary and customary expenses in attending Board meetings and conducting the Board’s business if the Association’s Bylaws so provide. Each of the State’s (currently five) Wildlife Districts shall be entitled to be represented by having three Directors from the District on the Board. Where, however, any District does not have three candidates who are available and willing to serve, a Director from any other District may be elected to represent such first District.
(B) Term. Until the second annual members meeting, the members of the
Association Steering Committee shall function as its initials General Members and its Board of Directors. In composing the Association’s initial Board, of the three Directors to represent each Wildlife District, the Steering Committee, functioning as the Association’s only General Members shall elect one for a one year term, one for a two year term and the third for a three year term. The term of the Director representing each District for one year shall be deemed to expire concurrently with the second annual General Members meeting and the term of the Director representing his or her District for two years shall be deemed to expire concurrently with the third annual General Members meeting. Thereafter, the term of all voting Directors shall be for three years and until their respective successors are elected. A Director, including the Directors elected by the Steering Committee to serve an initial one or two year term, may serve an unlimited number of subsequent consecutive terms.
(C) Vacancies. Should a vacancy occur by reason of death, resignation, removal or any other cause, the remaining Directors may fill the vacancy by appointment for the remainder of the departed Director’s unexpired term. In selecting a new Director, the Board shall give priority to a qualified and willing candidate from the Wildlife District the departed Director had represented but, if there are no such candidates, then the Board may appoint another Director from any District to represent said Wildlife District.
(D) Meetings. The Board shall hold regular meetings at least twice per calendar year at the call of the President or, in the case of his absence or unavailability, at the call of the First Vice President or the Second Vice President if functioning pro tempore as First Vice President. The Chief Outdoors Skills Officer of each of Ohio’s Wildlife Districts shall be an invited guest at each regular meeting of the Board, but shall not be counted for quorum purposes nor eligible to vote at such meeting.
In addition, any five (5) Directors may request that the President or, if unavailable, the First Vice President (or Second Vice President if serving pro tempore as First Vice President) call a meeting. If the President or either Vice President, as applicable, declines or refuses to call such meeting within a reasonable time after being requested to do so, the Secretary shall call the requested meeting. In the event the Secretary also declines or refuses to call the requested meeting within a reasonable time after being requested to do so, any eight (8) Directors, jointly, may call and give notice of such meeting. For purposes of this provision, a “reasonable time after being requested to do so” shall mean calling the meeting within ten (10) business days after a valid request to do so, but the notice for the meeting so “called,” shall still be subject to the duration requirements for the type of meeting involved, i.e., a regular or a special meeting of the Directors.
The Board may hold special meetings for any appropriate purpose.
(E) Notice of Meetings. Notice of a regular meeting of the Board shall be given to each Director, including the ex officio Director, in writing at least thirty (30) days in advance of such meeting. The notice shall be given by the Secretary and shall state the date, time and place of the meeting. The notice may be given by U.S. first class mail, email (with confirmation of delivery), fax (with confirmation of delivery), any generally recognized private express delivery service (with confirmation of delivery) or personal delivery. Where U.S. first class mail is used, the notice will be deemed delivered three calendar days after posting. Notice of any meeting may be waived by a Director in advance of, at or after any meeting. A Director’s attendance at any meeting for any purpose other than protesting the lack or the validity of the notice thereof shall be deemed a waiver of notice for that meeting.
Notice of Special Meetings shall be given to each Director, including the ex officio Director, in the same manner as described in the preceding paragraph, except that the notice need only be given at least 48 hours in advance of the meeting time. The notice shall state the purpose of the meeting and no other business shall be conducted at such a special meeting, except with the consent of all Directors who were entitled to receive notice thereof or who waived such notice.
(F) Quorum. For purposes of conducting business at any meeting of the Board, a quorum shall consist of a majority of the voting Directors entitled to notice of the meeting. If, upon convening the meeting, it is found that a quorum is not present, those present may recess the meeting and reconvene it within 24 hours with a quorum present, without any requirement for additional notice other than oral announcement of the time it is intended to reconvene the meeting.
A Director’s departure from a meeting which was commenced with a quorum present shall not invalidate any action taken after the Director’s departure, even if less than a majority of the voting Directors then remains, in the absence of a quorum call by one of the Directors remaining at such meeting.
If a Director knows in advance of a meeting date that he or she will be unable to attend, he or she may furnish the President with a proxy for the meeting. The proxy may be written or oral but, if oral, the Director giving the proxy must confirm it in writing to the President within 48 hours after the meeting occurs. Electronic writings, such as email, from the Director giving the proxy shall be sufficient to satisfy this written proxy or written confirmation requirement. The proxy shall cause the Director to be deemed present at the meeting for purposes of determining whether a quorum is present. Except in circumstances the President deems to be extremely urgent as to the Association’s best interests, he or she shall not use the proxy of an absent Director to break any tie votes on motions or resolutions and, instead, will move to table the tied resolution or motion until the Board’s next meeting.
(G) Voting. Unless otherwise specified herein, in the Association’s Bylaws or required by law, all proposed actions of the Board shall be taken or defeated by a simple majority vote of the voting Directors at a meeting which commenced with a quorum present.
(H) Telephonic Meetings. The Board may meet by telephonic or other electronic mean so long as each participant in such meeting can hear and be heard by all other Directors so participating.
(I) Election Responsibility. It shall be the responsibility of one of each represented Wildlife District’s Directors (who is not standing for re-election that year) to procure candidates for Directorship from among the District’s General Members, which he or she shall do in consultation with the District’s Chief Outdoor Skills Officer. It also shall be his/her responsibility to conduct an election in accordance with the Association’s Bylaws by the District’s General Members between or among that District’s candidates for Director, if there be more than one such candidate.
(J) Removal. Any Director may be removed for cause (including, without limitation, failing to attend more than two consecutive Directors meetings without valid justification) by a two-third’s majority vote of the disinterested Directors. The Director subject to removal shall be entitled to reasonable advance notice of the alleged cause and an opportunity to appear before the Board and contest the alleged cause. If the Board’s action is adverse to the subject Director, he or she may appeal to the General Members at the next regular or special General Members meeting for such purpose. The Board’s adverse action may be overturned by a two-third’s majority of the General Members present and voting at such meeting.
ARTICLE V
(Officers)
(A) Officers. The Officers of the Association shall be the President, a First Vice President, a Second Vice President, a Secretary and a Treasurer. The Association may have such other officers and assistant officers as the Board from time to time by resolution shall deem appropriate and appoint. The Officers shall be appointed by the Board from among the voting Directors constituting the Board at the time of appointment.
(B) Term. Each Officer shall serve for a term of two years and until his or her successor is appointed; provided, however, that he or she must also have been elected, re-elected or appointed (to fill a vacancy) as a Director for the duration of such Officer term. Otherwise he or she shall be deemed ineligible and a different candidate who is a Director shall be appointed to the subject office.
(C) Removal. All Officers serve at the pleasure of the Board and may be removed by simple majority vote of the disinterested Directors at any meeting with or without prior notice and with or without cause.
(D) Duties. The respective Officers shall have such duties, responsibilities and authority as may be prescribed in the Association’s Bylaws.
ARTICLE VI
(Committees)
(A) Standing Committees. The Association shall have the following standing committees, chaired as indicated:
• The Executive Committee, chaired by the President;
• The Elections and Recognition Committee, chaired by the Second Vice President;
• The Finance Committee, chaired by the Treasurer;
• The Education and Public Relations Committee, chaired by a Director;
• The Annual Meeting Committee, chaired by the First Vice President; and
• The Fund Raising Committee, chaired by a Director.
(B) Responsibilities. The various standing committees shall have the following responsibilities:
(1) Executive Committee. The Executive Committee shall be composed of the Officers of the Association and may conduct in the interim between Board meetings any business which could be conducted by the Board itself if in session, unless such authority is otherwise restricted in this Constitution, in the Association’s Bylaws or by express resolution of the Board.
(2) Elections and Recognition Committee. This Committee is responsible for organizing the election of Directors prior to the annual General Members meeting and for overseeing the results thereof. It also is responsible for procuring awards and recognition certificates for worthy members and for the initial screening and recommendation to the Board of candidates for Honorary Membership, Emeritus Membership and Associate Membership.
(3) Finance Committee. This Committee shall be responsible for preparing the Association’s annual budget for presentation and approval of the Board and for preparing the Association’s annual Financial Report to the members.
(4) Education and Public Relations Committee. This Committee is responsible for investigating, reviewing, recommending for publication to the members and assisting in the implementation of such new or improved instructional techniques, concepts or mechanisms as are approved by the Board. It also is responsible for fostering a positive image for the Association and its goals as set forth in its Bylaws. Included without limitation within this Committee’s responsibility is preparation and distribution to members of an Association Newsletter or articles to appear in the Division of Wildlife’s newsletter to hunter and trapper education instructors.
(5) Annual Meeting Committee. This Committee is responsible for making arrangement for the annual members meeting, including without limitation announcements, accommodations, program, entertainment and refreshments.
(6) Fund Raising Committee. This Committee is responsible for identifying potential sources of revenue and contributions of monetary and in kind donations to the Association, including grants from governmental agencies, foundations, corporations and individuals. All fund raising activities of the Association must be reviewed by this Committee in advance of implementation and, upon the Committee’s report and recommendation, must be approved by the Board or its Executive Committee prior to implementation.
(C) Appointment to Committees. The duties and authority of the President shall include appointment of Directors and members to the Association’s standing and various other committees (including the audit committee to review the Association’s annual financial statements if such a committee is created with respect to any given fiscal year) which he or she shall do after consultation with the Board and the State Hunter Education Coordinator or other ex officio Director designated by the Chief of the Ohio Division of Wildlife.
(D) Other Committees. The Board may establish, charge and abolish such other ad hoc committees, subcommittees or task groups as it from time to time may find to be appropriate.
ARTICLE VII
(Fiscal Year)
Unless changed by resolution of the Board, the Association’s fiscal year shall coincide with the calendar year.
ARTICLE VIII
(Indemnification)
Each person who becomes a party or is threatened to be made a party to any pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she is or was a Director, Officer, agent or volunteer on behalf of the Corporation or, as a Director, Officer, agent or volunteer on behalf of the Corporation is or was serving at the request of the Corporation as a director, trustee, officer or agent of another corporation, partnership, joint venture, trust or other entity of any nature shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law against all expenses, liability and loss (including attorneys fees, judgments, fines or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right shall include the right to be paid by the Corporation all expenses, including attorneys fees, incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance shall be made only upon delivery to the Corporation of a written undertaking by or on behalf of such person in which he or she agrees to repay amounts so advanced if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation.
ARTICLE IX
(Amendments)
This Constitution may be amended by the Directors via a two-thirds majority vote of the Directors present and acting at any regular meeting of the Board. It also may be amended by a majority vote of the General Members at any regular meeting or special meeting held for such purpose provided that the proposed amendment has been submitted in writing to the Board at least 150 days in advance of the General Members meeting and is recommended to the General Members by the Board for adoption. If the proposed amendment is so recommended by the Board, a copy of the proposed amendment shall accompany the notice of the General Members meeting. If the proposed amendment is not recommended by the Board, no copy thereof shall accompany the notice of the General Members meeting, but such amendment nevertheless may be considered by the General Members at their meeting and may be adopted thereat, provided that the necessary affirmative vote for adoption of such proposed amendment shall be by two-thirds of the General Members present and voting at such meeting.
Adopted September 23, 2006.
