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OSBA Constitution

ARTICLE I

Name

§1.1     This association shall be known as the "Ohio State Bar Association." 

ARTICLE II

Purposes of the Association

§2.1    The Association is formed to advance the philosophy of jurisprudence; to promote improvement of the law, our legal system and the administration of justice; to uphold and to emphasize within the legal profession the importance of integrity, honor, respect and civility toward the courts, fellow attorneys, and all who are touched by the legal process and to encourage and enforce among attorneys and judicial officers adherence to the highest standards of professional conduct; to take positions on matters of public interest as deemed advisable; to encourage and support all forms of education related to the law; to cultivate positive, courteous and cordial relations among members of the Bar; and to perpetuate the history of the profession in Ohio and of the Association. 

§2.2     Membership in the Association shall be open to all persons without regard to race, color, religion, sex, national origin, disability, age or ancestry. 

ARTICLE III

Membership

§3.1     Any person duly admitted to the practice of law, and not prohibited from being admitted to the practice of law in Ohio, may become a regular member of the Association in the manner hereinafter provided. 

§3.2     The Board of Governors may provide for classes of associate memberships.  Associate members shall have all the rights and privileges of regular members, except that they shall not have the right to vote or to hold office. 

§3.3     Any regular member or associate member may be suspended or expelled from membership in the Association by the Board of Governors pursuant to due process standards adopted by the Board of Governors. 

§3.4     Any person who has been admitted to the practice of law for fifty years and has been a member of the Association in good standing for thirty years shall be a life member of the Association, exempt from the payment of dues. 

ARTICLE IV

Election of Members

§4.1     All applications for membership in the Association shall be in writing and transmitted to the secretary and reported to the Board of Governors, which may elect persons to membership from such applications by a two-thirds vote of said Board.  Notice that such applications are in the hands of the secretary shall be published at such times and in such publications as the Board of Governors may direct. 

ARTICLE V

Officers

§5.1     The officers of the Association shall be a president, a president-elect, a secretary, and a treasurer.  The president and the president-elect shall be members of the Association.  The regular terms of office of the president and the president-elect shall be one year, beginning on July 1 of each year. 

§5.2     A person who has been installed as president for a full term shall not thereafter be eligible for the presidency. 

§5.3     The president-elect shall be elected by the regular members of the Association in attendance at the regular meeting of the Association next preceding the commencement of the term of office.  Candidates for president-elect shall declare their candidacy in writing, filed with the secretary of the Association, not later than January 31st of the year in which such election is to be held.  Upon the expiration of the term of the president, the president-elect, so elected, shall succeed to the office of president for a full term.  (If the office of the president becomes vacant, the president-elect shall succeed to the office of president for the unexpired term, and shall thereafter serve a full term.) 

§5.4     The president and the president-elect shall each continue to serve until the successor has qualified and has assumed office. 

§5.5     In the event the office of president-elect becomes vacant, the Board of Governors shall elect a successor to serve for the remainder of the term.  In that event, the regular members of the Association at their next regular meeting shall elect both a president and a president-elect. 

§5.6     In the event the office of the president becomes vacant when there is no president-elect, the Board of Governors shall elect both a president and a president-elect, each to serve for the remainder of the term. 

§5.7     The Board of Governors shall appoint an executive director of the Association, who shall also serve as secretary and treasurer.  Upon recommendation of the executive director, the Board of Governors may appoint such assistant executive directors, as it may deem necessary.  The compensation to be paid to the executive director shall be determined by the Board of Governors.  No compensation shall be paid to any other officer of the Association. 

§5.8     The Board of Governors may authorize the use by compensated officers or employees of such title or titles as may be deemed descriptive of their duties. 

ARTICLE VI

President

§6.1     The president shall preside at all meetings of the Association, the Council of Delegates and the Board of Governors.  The President shall appoint members of the Committees of the Board of Governors and their chairs and vice-chairs. 

§6.2     The president shall deliver an address to the Association at its regular meeting next following the beginning of the term of office, and may make recommendations and suggestions to the Association, the Council of Delegates and the Board of Governors concerning methods of accomplishing the purposes of the Association. 

§6.3     The president may call and conduct conferences of officers of the local bar associations of the State for the discussion of matters of common interest and the making of recommendations for action by this Association. 

§6.4     The president shall perform such duties as are commonly performed by the chief elected officer of a voluntary organization and such other duties as may be assigned from time to time by the Board of Governors. 

ARTICLE VII

President-elect

§7.1     The president-elect shall perform all the duties of the president during the latter's absence or disability and shall succeed to the office of president in the event of death or resignation of the president.  The president-elect shall be a member of the Board of Governors, with full right to vote. 

§7.2     The president-elect shall perform such other duties as may be assigned from time to time by the Board of Governors. 

ARTICLE VIII

Secretary

§8.1     The secretary shall keep a record of the proceedings of the Association, the Council of Delegates and the Board of Governors, and perform the usual duties of such office.  The secretary shall maintain an office in the City of Columbus, and shall be subject to the orders and directions of the president and the Board of Governors of the Association. 

§8.2     Reports, recommendations and resolutions filed with the secretary, or synopses thereof, prepared by members, committees, and sections of the Association, for presentation to the Council of Delegates, shall be published in the Ohio State Bar Association Report or other publication of the Association that is distributed to all regular members, as directed by the Board of Governors, at least one week before the meeting of the Council at which any such report, recommendation or resolution is to be presented for consideration; and a report of the proceedings of each meeting of the Council shall be published in the same publication within sixty days after such meeting. 

ARTICLE IX

Treasurer

§9.1     The treasurer shall collect and, by order of the Board of Governors, disburse all funds of the Association and keep regular accounts which at all times shall be open to the inspection of all members of the Board of Governors. 

ARTICLE X

Board of Governors

§10.1   There shall be a Board of Governors consisting of the president, the president-elect, and the immediate past president, all of whom shall be regular members of the Association, and one member elected by regular members of the Association in each of the districts established under authority of Article XII and in the manner set forth in Article XIII.  The president-elect, subject to approval by the Board of Governors, shall appoint one additional regular member of the Association to serve a three-year term on the Board of Governors.  The terms of office of elected members of the Board of Governors and the member appointed by the president-elect shall be three years beginning on July 1 next following their elections or appointment.  The terms of the elected members shall be alternated as provided by the Board of Governors. 

§10.2   Except where this constitution requires that action be otherwise authorized or taken, all authority of this Association shall be exercised by or under the direction of the Board of Governors as the managers of the Association. 

§10.3   The Board of Governors shall have authority to promulgate bylaws for the conduct of its own meetings, meetings of the Association, and meetings of the committees and section of the Association, which bylaws shall not be inconsistent with the provisions of this Constitution.  The Board of Governors shall create such committees of the Board of Governors as it deems appropriate.  The president, president-elect and immediate past president shall be non-voting members of all Board of Governors standing committees. 

§10.4   All property of the Association, real, personal, and mixed, shall be held in the name of the Association.  The Association is authorized to rent, lease, own, buy, sell, mortgage, or pledge real or personal property.  No lease, purchase, sale or mortgage of Association real estate or pledge of personal property shall be completed without the express authorization of the Board of Governors. 

§10.5   Authority is vested in the Board of Governors to establish and collect a registration fee from each member attending a regular meeting of the Association as a condition precedent to registration and participation in any of the activities of such meeting, other than participation in the election of the president-elect, the meeting of the Council of Delegates, or the General Assembly. 

§10.6   No person who has been elected or appointed to a full term pursuant to §10.1 to the Executive Committee or the Board of Governors shall thereafter be eligible to be elected or appointed to the Board of Governors. 

§10.7   Each member of the Board of Governors from a district shall be the representative of the Association in that district.  The Board of Governors member shall call and preside at all district meetings; shall promote the purposes of and stimulate membership in the Association in the district; shall seek to correlate the work and activities of this Association with the work and activities of local bar associations within the district; and shall perform such other duties in the district as may be assigned by the president or the Board of Governors. 

ARTICLE XI

Council of Delegates

§11.1 There shall be a Council of Delegates consisting of (1) the members of the Board of Governors; (2) one delegate for each of the districts established under Article XII in which there are not more than 225 Association regular members; (3) one delegate for each 150 Association regular members or major fraction thereof, for each of such districts in which there are more than 225 Association regular members; and (4) six at-large delegates, at least two of whom shall be past-presidents of the Association. 

 

§11.2 Each member of the Council of Delegates representing a district shall be a member of that district as defined in §13.2 and shall be elected by the Association regular members in that district in the manner provided in Article XIII and shall take office on July 1 next following the election and shall hold office for two years.  In any case in which a district is entitled to more than one delegate, the Board of Governors shall make appropriate provision for the adjustment and length of terms so that, as nearly as practicable, one-half of the elected delegates from such district shall be elected each year.  At-large members of the Council of Delegates shall be appointed by the president with the approval of the Board of Governors and shall take office on July 1 next following their appointment and shall hold office for two years. 

§11.3   The Council of Delegates shall regularly meet on the first day fixed for each regular Association meeting, shall have at least one other regular meeting during the year, and shall specially meet on call of the Board of Governors; or on call, in writing, filed by fifteen members of the Council from more than two districts, but not more than ten from any one district, with the secretary.  All special meetings shall be held in the greater Columbus area at such dates and times as the Board of Governors shall determine. 

§11.4   One-third of the members of the Council of Delegates shall constitute a quorum. 

§11.5.1            Notice of the time and place of each meeting of the Council of Delegates shall be published in a publication of the Association, as directed by the Board of Governors, that is distributed to all regular members, not less than one week prior to the time fixed therefor, and shall contain an invitation to interested members to attend. 

§11.5.2            The Council of Delegates shall receive and act upon reports and recommendations from all committees and sections of the Association; subject to the provisions of §11.6. 

§11.5.3            The Council of Delegates shall consider and act upon any and all resolutions before it pursuant to §11.5.5 submitted to the Council by any of its members, by an Association member, or by any local bar association of the State, providing the same has been timely reported in writing to the secretary of the Association and published pursuant to the provisions of §8.2.  Nothing contained herein shall prevent the Council from considering amendments or substitute measures during the deliberative process. 

§11.5.4            The Council of Delegates shall be the final judge of any disputed Association election or qualifications of its members. 

§11.5.5            The Council of Delegates shall have the authority to recommend changes in the substantive law of Ohio, in the administration of justice, and to consider and act upon resolutions submitted pursuant to §11.5.3. 

§11.5.6            Every meeting of the Council of Delegates shall be open to all members of the Association, who shall have the privilege of the floor on a parity with delegates, but shall not have a vote. 

§11.5.7            Action by the Council of Delegates shall in all instances constitute the action of the Association and be binding upon it, except as otherwise provided by this Constitution. 

§11.6   No action recommending changes in the substantive law of Ohio, in the administration of justice, or resolution submitted pursuant to §11.5.3 shall be taken by the Council of Delegates unless the matter shall have been reported, in writing, to the secretary of the Association and published pursuant to the provisions of §8.2.  However, if such a matter has been referred to a committee or section by the Council of Delegates or by the Board of Governors, and such committee or section fails to report on the matter at the meeting of the Council of Delegates next following such referral, then such matter may be taken by the Council from such committee or section and considered by the Council for action. 

§11.7   The Board of Governors is authorized to respond to needs for direction concerning changes in the substantive law or in the administration of justice in such manner as to it shall appear appropriate between regular meetings of the Council of Delegates, subject to the following limitations: 

(A)  A matter falling within the purview of one or more committees or sections of the Association shall first be referred to the respective chairpersons of the appropriate committees or sections for urgent review and response by a representative group thereof prior to the next meeting of the Board of Governors, if reasonably possible. 

(B)  If such reference to committee or section chairpersons is not reasonably possible or if, after being so referred, a timely response has not been received, the matter may be considered and acted upon by the Board of Governors, but in such case any action taken shall receive the favorable vote of at least two-thirds of the Board of Governors members present. 

(C)  If a matter has been referred for review and response to one or more committees or sections, the Board of Governors shall be authorized to act thereon by a simple majority of those members present, if a response to such reference has been received from any one or more of such committees or sections. 

(D)  No action taken by the Board of Governors pursuant to the foregoing provisions shall be suspended in its effect or revoked except by specific action of the Council of Delegates taken at a regular or special meeting pursuant to §11.6. 

ARTICLE XII

Districts

§12.1   For the purpose of Articles X, XI and XIII, the districts of the State of Ohio shall embrace the following counties: 

District 1 – Butler, Hamilton, Warren, Clermont and Clinton

District 2 – Darke, Shelby, Miami, Preble and Montgomery

District 3 – Williams, Fulton, Defiance, Henry, Wood, Paulding, Van Wert, Putnam and Hancock

District 4 – Lucas, Ottawa and Sandusky

District 5 – Seneca, Wyandot, Crawford, Marion, Morrow and Delaware

District 6 – Fayette, Logan, Union, Champaign, Clark, Madison and Greene

District 7 – Franklin

District 8 – Ross, Highland, Pike, Adams, Scioto, Vinton, Jackson, Gallia, Lawrence, Brown and Pickaway

District 9 – Knox, Coshocton, Licking, Muskingum, Fairfield and Perry

District 10 – Erie, Lorain, Huron, Medina, Richland, Ashland, Wayne and Holmes

District 11 – Summit and Portage

District 12 – Cuyahoga

District 13 – Mahoning and Columbiana

District 14 – Stark, Carroll and Tuscarawas

District 15 – Guernsey, Belmont, Monroe, Harrison and Jefferson

District 16 – Allen, Auglaize, Hardin and Mercer

District 17 – Athens, Hocking, Meigs, Morgan, Noble and   Washington

District 18 – Lake, Geauga, Ashtabula and Trumbull

§12.2   The territories embraced by districts of this Association may be changed from time to time by the Board of Governors, subject to approval of the Council of Delegates. 

ARTICLE XIII

District Meetings and Elections

§13.1   On or before September 15 of each year, the secretary shall transmit to the Board of Governors a certificate, as of September 1, stating:  (1) the number of regular members of the Association in good standing in each district; (2) the number of members of the Council of Delegates to which each district shall be entitled under the provisions of Article XI; (3) the districts in which an election will be held during that Association year for a member or members of the Council of Delegates; and (4) the districts in which an election will be held during that Association year for a member of the Board of Governors.  Upon receipt of such certificate, the Board of Governors shall determine and order the elections to be held during that Association year.  Each such election shall take place between September 15 and April 15 in the Association year.  The member of the Board of Governors from the district in question shall determine whether such election shall be conducted at a meeting of the regular members of the Association in such district by personal ballot or by mail ballot.  If there is to be a mail ballot, then that fact shall be announced to the members of the Association in the district in question by means of a notice thereof published in the Ohio State Bar Association Report, or other publication of the Association, that is distributed to all regular members, as directed by the Board of Governors, no later than February 1 or by means of a letter from such member of the Board of Governors to regular members of that district, or both.  Thereafter, but in no event later than March 1, a regular member of the Association of that district may declare candidacy for election to the Board of Governors or Council of Delegates by filing a declaration of such candidacy with the secretary.  The members of the Board of Governors may, with the advance consent of the Board of Governors, adopt such further conditions and procedures relative to the conduct of elections as they think appropriate.  Upon the filing of any declaration of candidacy with the secretary, the secretary shall conduct, before April 15, a mail ballot among the members of a district, except that, in the case where the number of candidates does not exceed the number to be elected, then the declaration itself shall constitute election and no mail ballot shall be required.  Rules for conducting mail ballots shall be prescribed by the Board of Governors, and the ballots cast shall be canvassed by the secretary and a committee appointed by the president.  All elections (whether by mail ballot or by ballot cast at a meeting of the regular members of the Association held in the district in question) shall be announced by the secretary by means of an appropriate notice published in the Ohio State Bar Association Report, or a publication of the Association that is distributed to all regular members, as directed by the Board of Governors. 

§13.2   Each regular member of the Association shall, for all Association purposes, be deemed a member of the district in which a member's principal office for the practice of law is maintained, except that if the member has no office, the member’s district shall be that of the member’s residence.  For the purpose of serving on the Council of Delegates pursuant to §11.2, the President may grant a waiver to a member as set forth by policy adopted by the Board of Governors. 

ARTICLE XIV

Association Meetings

(General Assembly)

§14.1   There shall be one regular meeting of the members of the Association which shall be held each year within the months of April, May or June.  The date and place thereof shall be fixed by the Board of Governors, and all arrangements and programs shall be under its direction.  Special meetings may be held on call by the Board of Governors.  All special meetings shall be held in the greater Columbus area. 

ARTICLE XV

Committees and Sections

§15.1   The president, subject to the approval and confirmation of the Board of Governors, shall appoint members of a committee on legal ethics and professional conduct, a committee on the unauthorized practice of law, and all section councils.  For each committee and section the president of the Association shall designate a chairperson. 

ARTICLE XVI

Professionalism Committee and Legal Ethics and Professional Conduct Committee

§16.1   The Professionalism Committee shall receive, consider and act upon all matters affecting legal ethics and professional conduct of the legal profession relating to the practice of law and the administration of justice and report the same with such recommendations as the Committee may deem advisable and may prepare and publish opinions dealing with the subject.   

 

§16.2   The Committee on Legal Ethics and Professional Conduct shall process all allegations of misconduct coming to its attention and take appropriate action thereon. 

ARTICLE XVII

Vacancies

§17.1   Vacancy in any office, other than the office of president, but including Board of Governors members, shall be filled by the Board of Governors by the election of a successor for the unexpired term.  A vacancy in the office of the president shall be filled as provided in §5.3.  Vacancies occurring among members of the Council of Delegates elected from the districts shall in each instance be filled by appointment for the remainder of the term by the Board of Governors member of the district concerned.

 

§17.2   The president of the Association, with the approval of the Board of Governors, may remove any chairperson or other member of any committee from office, and may appoint some other member of the Association to fill any vacancy caused by such removal or by the resignation or death of such member. 

Article XVIII

Dues

§18.1   In this article "member" shall not include life members. 

 

§18.2   Each regular member shall pay Association dues in advance, which payment shall include a subscription to the Ohio State Bar Association Report. 

§18.3   Annual membership dues for each regular member shall be determined from time to time by the Board of Governors, subject to the approval of the Council of Delegates.  Dues for other classes of members shall be determined by the Board of Governors. 

§18.4   Regular members shall be elected only in accordance with the provisions of Article IV.  Each applicant for membership shall pay, in advance, with an application for membership, (a) dues computed on a quarterly basis for the unexpired portion of the year in which the application is filed; and (b), if the application is filed within the last quarter of the year, then also annual dues for the next full year.  If and when an application is rejected, dues so paid in advance shall be promptly returned to the applicant. 

§18.5   No person shall continue to be a member who is determined by the Board of Governors to be in default of payment of dues or who has been suspended or disbarred or has resigned the right to practice law in Ohio. 

§18.6   Notwithstanding any other provision of this article, the Board of Governors shall have the authority to remit in whole or in part or extend the time for payment of dues in any case or cases in which the Board of Governors shall deem it to be for the best interest of the Association. 

§18.7   A member may at any time file a resignation in writing with the secretary and such resignation shall become effective as of the date it is filed, but there shall be no remission of dues for the remainder of the year in which such resignation was filed.  The Board of Governors may reinstate any member who has resigned, provided that there is no complaint or charge pending as to such person, upon written request for reinstatement without re-election, if such request is accompanied by the dues required of an applicant for membership as provided in §18.4 and provided further that such written request is filed within two years after the filing of the resignation with the secretary. 

ARTICLE XIX

Referenda

§19.1   The Council of Delegates or the Board of Governors may refer and submit to the regular members of this Association, defined questions affecting the policy or recommendations of this Association, which in the opinion of the Council of Delegates or the Board of Governors are of immediate, practical consequence to the legal profession or the public.  The Board of Governors may, by resolution, make rules and regulations and establish suitable supervision for the polling of regular members on the question so submitted.  The result of such referendum, when duly ascertained by such vote, shall be binding upon this Association and upon all officers, sections, committees, agents and employees thereof. 

ARTICLE XX

Amendments

§20.1   This Constitution may be amended only by the vote of a majority of the regular members in attendance at a regular or special meeting of the Association. Any such amendment shall be proposed by the filing with the secretary of the Association of a petition containing the full text of the proposed amendment(s)  either approved by a majority of the members of the Board of Governors; or signed by (i) one-half of the members of the Council of Delegates; or  (ii) as many regular members of the Association in good standing as there are members of the Council of Delegates at the time the proposed amendment(s) is filed, not more than two-thirds of such signers being from any one district. Upon receipt of any such petition proposing an amendment, the Board of Governors shall, at its next scheduled meeting, specify whether such proposed amendment(s) shall be considered at the next regular meeting of the Association, or at a special meeting called by the Board pursuant to Section 14.1; provided, however, that a special meeting called for the purpose of considering any proposed amendment(s) of this Constitution shall only be called for a date on which the Council of Delegates will also be meeting. Thereafter, the Board of Governors shall publish the full text of said proposed amendment(s), and a notice of the meeting at which the proposed amendment(s) will be considered, in a publication of the Association that is distributed to all regular members, as directed by the Board of Governors, not less than four weeks prior to the date of such meeting and reference to the proposed amendment(s) be published at least three additional times in the same publication.

EFFECTIVE DATE

This Constitution, as amended, shall be effective July 2, 1991. 

Approved by the General Assembly on May 15, 1991. 

As amended by the General Assembly on May 14, 2008. 

As amended by the General Assembly on November 6, 2009. 

As amended by the General Assembly on May 4, 2011. 

As amended by the General Assembly on May 2, 2012. 

As amended by the General Assembly on May 8, 2013. 

 

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Headquarters:

1700 Lake Shore Drive
Columbus, Ohio 43204

Phone:

(800) 282-6556


Email:

OSBA@Ohiobar.org

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