Relocation Council of Central Ohio

Bylaws

Article I – Name

The name of the organization shall be the "Relocation Council of Central Ohio." The authorized abbreviation shall be RCCO.

Article II – Purpose

A. General Purpose

The Relocation Council of Central Ohio (RCCO) is a not-for-profit organization under Ohio law, recognized by the Employee Relocation Council (ERC). RCCO shall provide a local forum for discussion, problem solving, information exchange, and education regarding the relocation industry. Further, the purpose shall be to provide regular meetings where relocation industry professionals can openly hear and discuss issues, concerns, and trends for the purpose of mutual problem solving and awareness.

B. Specific Purpose

Within the context of the general purpose stated above, RCCO shall:

1. Structure meetings to offer ongoing information to the membership; invite professionals to speak at each meeting with topics selected to be of general interest (Education Objective).
2.  Support members through an internal networking system that allows products and services available within the relocation industry to be shared with the membership, including those sponsored by the Employee Relocation Council (Support Objective).
3.  Promote individuals within RCCO for selection as guest speakers for conventions and seminars, including ERC-sponsored events. Maintain a continuing image of professionalism within the industry that reinforces our commitment to excellence (Promotion Objective).
4.  Provide a forum for networking among professionals within related fields (Social Objective).
5.  Actively recruit new members (Growth Objective).

C. Definition of Central Ohio

For purposes herein, "Central Ohio" is defined as the greater Columbus metropolitan area and surrounding counties in the State of Ohio. The Advisory Board may admit members from beyond this area; however, Central Ohio is the primary area of focus for RCCO.

D. Compliance

RCCO shall observe all local, state, and federal laws that apply to a nonprofit organization. RCCO's activities shall serve as a non-partisan, non-sectarian voice for the Central Ohio relocation industry on legislative, economic, social, cultural, governmental, environmental, and related issues.

Article III – Membership

A. Categories of Memberships

There will be four (4) categories of membership in RCCO. Membership categories are as follows:

• Corporate
• Service
• Individual
• Honorary
• All members in good standing may vote, participate in RCCO activities and meetings, and have access to RCCO published information (e.g., membership lists, newsletters, etc.), except Honorary Members, who do not hold voting rights.

B. Membership Eligibility

1. Corporate Membership – Open to individuals responsible for the development, strategic direction, implementation, and administration of an employee relocation program and/or who oversee the relocation process for each transferee. Corporate members may have unlimited members from their organization who are actively involved in the relocation services industry.

2. Service Membership – Open to individuals who are employed by or own a company providing relocation services to transferring employees. Service membership shall be limited to a maximum of four (4) members per service provider company, including all subsidiary companies thereof. Membership requirements specific to Real Estate Professionals are as follows: the applicant must meet the same requirements as a Service Member and, in addition, must provide a letter from their managing broker indicating that the applicant is one of that firm's designees for RCCO membership and is a full-time member of that firm's Relocation Department.

3. Individual Membership – Open to any person who formerly was active in RCCO and meets the general membership requirements, but due to employment termination or retirement is no longer eligible for either a Corporate or Service membership. Individuals with paid memberships shall be entitled to vote and participate in the activities of RCCO.

4. Honorary Membership – May be granted by a majority vote of the Advisory Board to persons deemed outstanding in the relocation industry and an asset to the organization. Membership dues and voting rights are not applicable to Honorary Members.

C. Admission to Membership

Application for membership shall be made electronically on the RCCO website. Prospective members may attend one (1) meeting every two years prior to applying for membership. All applications shall be reviewed by the Membership Chairman for approval based on the applicant's ability to meet the qualifications prescribed by these Bylaws.

When an organization applies for membership, it shall provide the Membership Chairman with the names and addresses of the individual(s) who will be member(s) and whom, if more than one, shall be the primary member. The primary member must provide any changes in representation to the Membership Chairman. If any member leaves their current company, they must reapply for membership with their new company or as an Individual Member.

D. Termination of Membership

Membership may be terminated for any member whose dues are not paid within sixty (60) days of the date of invoice . In addition, any member who does not adhere to the established policies or guidelines set forth in the Bylaws may, after receiving a written notice and an opportunity to be heard by the Advisory Board (except in egregious circumstances), be terminated as a member by a majority vote of the Advisory Board. The member will be notified of their termination in writing (which may include via e-mail).

E. Policy on Non-Solicitation

In order to best meet the purpose of RCCO, to remain focused on its educational goals, and to keep the organization open and free from bias, all Members are to adhere to the following policy: Service Members are strictly prohibited from directly soliciting business from Corporate Members at RCCO functions. Members who violate this policy may be asked to resign their membership or face termination. Membership dues are non-refundable in such cases. Guests involved in the solicitation of business will be denied future membership.

F. Good Standing; Voting

Those members who have paid the required dues in accordance with these Bylaws shall be members in good standing. Payment of dues entitles each member to attend all meetings, have access to the RCCO Membership Roster, and vote at the time of the annual Advisory Board elections or when a general membership vote is required. Proxy voting shall not be permitted.

G. Membership Term and Transfers

The membership year shall begin on January 1 and terminate on December 31, and will be considered renewed each year with the payment of dues, unless the member fails to remain in good standing, is terminated, or resigns.

If any member leaves their current company or the company fails to renew its membership, they must reapply for membership with their new company or as an Individual Member. Corporate memberships are not transferable to other individuals; each individual must hold their own membership.

Article IV – Meetings

A. Regular Meetings

It shall be the goal of the Advisory Board to host four (4) general membership meetings annually. Meeting dates for the entire year will be decided by the Advisory Board and communicated to the membership no later than February 1st of a given calendar year. During any year in which RCCO hosts the Great Lakes Conference, three (3) general membership meetings will be held.

B. Special Meetings

Special meetings of the RCCO may be held at the call of the President, at the call of a majority of the Advisory Board, or at the written request of twenty-five percent (25%) of the Members, which shall state the purpose of the meeting, provided that written notice of the meeting is delivered at least ten (10) days prior to the meeting date. Written notice may be delivered by e-mail.

C. Annual Meeting

The Advisory Board shall designate one general membership meeting per year as the Annual Meeting, at which Advisory Board elections shall be conducted and the membership shall receive an annual report on the affairs of RCCO.

D. Quorum

A quorum for the transaction of business at any meeting shall consist of: (a) fifty-one percent (51%) of the voting members of RCCO for general membership votes; or (b) sixty percent (60%) of the Advisory Board for Advisory Board matters.

E. Advisory Board Meetings

The Advisory Board shall meet at least quarterly preferably prior to each general membership meeting. The Advisory Board may meet at other times during the year, either in person or by phone or other telecommunications equipment as allowed by law. The meeting dates and times shall be determined by the President and announced at least ten (10) days prior to such meetings. A copy of the minutes of the last Advisory Board meeting shall be provided to each Advisory Board member following the meeting.

F. Meeting Expenses

Money collected from membership dues may be used as necessary to cover meeting expenses and other anticipated expenses of RCCO. In the event that RCCO has excess funds, the Advisory Board may make contributions to one or more local charitable organization(s) selected by the Advisory Board.

Article V – Organization

A. Advisory Board

The governing body of the RCCO shall be known as the Advisory Board. The Advisory Board shall serve as RCCO’s “Board of Directors” as defined in Ohio law.  The Advisory Board shall be elected from the general membership at the Annual Meeting. The Advisory Board shall control RCCO property, be responsible for its finances, direct its affairs, and is authorized to handle all policy matters of RCCO. The Advisory Board shall consist of not less than five (5) voting members. It shall be the goal of the Advisory Board to maintain an equal balance between Corporate members and Service members. A sixty percent (60%) majority of the Advisory Board constitutes a quorum to transact business.

B. Election to the Advisory Board

Nominations for the Advisory Board shall be made by the Nominating Committee from among the general membership or made from the floor at the Annual Meeting.  Members may nominate themselves. Candidates for the Advisory Board will be made at the annual General Membership meeting. All nominations of the Nominating Committee shall be sent to the membership in advance of the Annual Meeting in advance via email.  All paid members will be entitled to one (1) vote regardless of Corporate, Service, or Individual membership. The primary member shall vote for Corporate members.  Votes of the membership may be made by secret ballot, voice vote, show of hands, or other reasonable mechanism to be employed by the President (or chairperson of such meeting) that will produce a verifiable result.  The new board will be announced to those at the Annual Meeting and via e-mail to the general membership after the vote has been tallied and confirmed.

Advisory Board members shall serve a two (2) year term and may be re-elected. Advisory Board members shall serve until they resign, die, become disabled in a manner that materially restricts their ability to serve, or are removed by the Advisory Board.  Advisory Board members shall be organized into “classes” so that not all of the Board are reelected in any given calendar year.  Advisory Board members are expected to attend seventy-five percent (75%) of Advisory Board meetings. Any vacancy on the Advisory Board shall be filled by appointment of a qualified paid member, with the approval of the Advisory Board Chairman.

C. Officers

The Officers of the RCCO shall be a President, one or more Vice President(s), a Treasurer, and a Secretary, elected from among Advisory Board members by a majority vote of the Advisory Board. Officers may be re-elected. The Immediate Past President shall serve for a one (1) year term on the Advisory Board in a non-voting advisory capacity.

D. Responsibilities of Officers

1. President

The President shall preside at all meetings and shall have the general powers to carry out the duties of the office, including but not limited to the power to create committees to assist in the conduct of the affairs of RCCO. Additional responsibilities include:

• ·        Scheduling and facilitating Advisory Board meetings and preparing meeting agendas.
• ·        Serving as the primary liaison between RCCO, the Great Lakes Relocation Council, and the Employee Relocation Council.
• ·        Reviewing Advisory Board member duties and terms on an annual basis.
• ·        Soliciting applications for upcoming open Advisory Board positions.
• ·        Managing RCCO communications accounts and sharing pertinent content with the Advisory Board.

2. Vice President(s)

The Vice President (in an order established by the Board if more than one) shall preside over meetings in the President's absence; may oversee committee chairs; shall assume additional duties as designated by the President; and may perform the duties of Treasurer or Secretary on an as-needed basis. Additional responsibilities include:

• ·        Ensuring RCCO events are posted to applicable industry calendars.
• ·        Communicating Advisory Board changes to the Employee Relocation Council.
• ·        Participating in quarterly calls with ERC and regional leadership.
• ·        Other duties as established by the Board, from time to time.

3. Treasurer

The Treasurer shall receive and give receipt for all monies due and payable to RCCO; shall deposit all monies in the name of RCCO in a depository selected by the Advisory Board; shall pay all legal obligations of RCCO when due; provide financial reports to the Advisory Board and general membership; and shall file any tax return(s) or report(s) required by any government agency. Additional responsibilities include:

• ·        Maintaining a nonprofit bank account in the name of RCCO.
• ·        Approving Advisory Board requests for expenses.
• ·        Preparing quarterly financial reports for the Advisory Board.
• ·        Creating and maintaining the annual budget.
• ·        Managing the RCCO insurance policy for proper coverage.

4. Secretary

The Secretary shall keep the minutes of all meetings of the Advisory Board and general membership and shall have charge of such other books, records, and papers as the President may direct. Additional responsibilities include:

• ·        Applying for CRP/ERC credit approval for qualifying meetings.
• ·        Taking attendance at membership meetings for CRP credit tracking.
• ·        Ensuring Bylaws are followed for membership meetings and Advisory Board meeting protocols.
• ·        Proposing Bylaws updates as needed and updating them when changes are approved.

5. Immediate Past President

The Immediate Past President, although not a voting member of the Advisory Board, shall continue to serve on the Advisory Board for a one-year term to offer counsel and continuity.

E. Committees

Standing and special committees may be established by the Advisory Board as deemed necessary to fulfill the goals of RCCO. The Chairs of each committee shall be approved by a majority of the Advisory Board, from time to time. Such committees shall investigate, conduct studies, make recommendations to the Advisory Board, and carry on such activities as may be assigned herein or by the Advisory Board.

F. Nominating Committee

A Nominating Committee shall be appointed by the President from among Advisory Board members to seek out potential candidates to fill open or anticipated open Advisory Board positions for the upcoming year. The Nominating Committee shall submit to the Advisory Board, in writing, at least one nominee for each vacancy. If there is more than one nominee for each vacancy, all eligible members shall be approved by the Nominating Committee.  The Advisory Board shall verify the nominees approved by the Nominating Committee and transmit the nominees to the membership as provided hereinabove.

G. Removal of Committee and Advisory Board Members

Any Advisory Board member and the member of any Committee may be removed by a two-thirds (2/3) vote of the Advisory Board whenever, in their judgment, the best interest of RCCO will be served thereby.  Such Advisory Board member or committee member, as applicable, shall receive advanced notice of the proposed termination and, after receiving such notice and an opportunity to be heard by the Advisory Board (except in egregious circumstances), may be terminated by such vote as aforesaid.

H. Indemnification

To the full extent permitted by the Nonprofit Corporation Law of the State of Ohio, RCCO shall indemnify any and all of its Advisory Board members or officers, or former Advisory Board members or officers, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of having been Advisory Board members or officers of RCCO, except in relation to matters as to which such person shall be adjudged to be liable for gross neglect or intentional misconduct in the performance of their duties. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be otherwise entitled.

Article VI – Financials

A. Fiscal Year

The fiscal year of RCCO shall begin January 1 and end December 31.

B. Dues

Annual membership dues are required for membership in RCCO. Dues will be set by the Advisory Board and are subject to change. Notification of Annual Dues will be forwarded to each member by the end of each calendar year for the next Fiscal Year. Payment must be received within sixty (60) days of the date of the invoice. Dues are non-refundable, but may be prorated at the Board’s discretion.

C. Guest Fees

Prospective members and guests may attend one (1) meeting every two years prior to applying for membership. Guests are required to pre-register for meetings and to pay a guest fee, if applicable. Pre-paid guest fees are non-refundable.

D. Meeting Fees

The Advisory Board reserves the right to charge a meeting fee to cover the cost of speakers, refreshments, and other miscellaneous costs. All meeting fees are non-refundable.

Article VII – Parliamentary Rules

The rules contained in Robert's Rules of Order – Simplified shall govern in all cases where they do not conflict with the Bylaws of this organization as interpreted by the Advisory Board.

Article VIII – Amendments

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted as follows: (a) a two-thirds (2/3) majority of the entire Advisory Board shall approve the alteration, amendment, change, or new bylaws and shall recommend such changes to the membership then (b) notice shall be given to the membership of a membership meeting to be held to alter the bylaws or replace them and the membership shall be provided with the changes or proposed new bylaws and then (c) at a membership meeting a majority of the general membership may vote to approve such changes or new bylaws and, upon such approval, such changes or new bylaws shall be adopted. Notification of proposed changes in the Bylaws (or new bylaws) may be sent through e-mail notification. Notice of the proposed changes shall be provided to each member not less than fourteen (14) days prior to the vote.

Article IX – Dissolution

RCCO may be dissolved following: (a) a two-thirds (2/3) vote of the Advisory Board recommending dissolution and submitting the same to the general membership for consideration and (b) upon an affirmative vote of two-thirds (2/3) of the members, RCCO shall be dissolved. Upon dissolution, the assets, if any, shall be distributed to any other non-profit tax-exempt organization qualifying under Section 501 of the IRS Code, preferably to the Great Lakes Relocation Council or a similar relocation industry organization. No funds shall inure to the benefit of individuals.

Article X – Unanticipated Procedures and Problems

Realizing that no set of bylaws can possibly anticipate every situation or need that could occur within an organization, should an unforeseen need or problem arise for which there is no provision in these Bylaws, a panel consisting of three (3) Advisory Board members, the President, and two (2) Corporate Members shall be commissioned to develop a recommendation for resolution by the Advisory Board or the general membership as required by law.

Article XI – Anti-Discrimination

RCCO is committed to maintaining meetings, programs, and activities that are free of discrimination and harassment. Our policy prohibits denial of consideration for participation in any and all aspects of the organization based on race, ethnicity, gender, sexual orientation, religion, age, economic means, marital status, disability, national origin, or political party affiliation. In order to be truly community driven, we strive to achieve and maintain diversity and merit in the selection of participants, Advisory Board members, volunteers, program facilitators, contributors, affiliates, and vendors who also adhere to nondiscriminatory policies and practices.

Article XII – Conflict of Interest Policy

A. Purpose

The purpose of this conflict-of-interest policy is to protect RCCO's interest when it is contemplating entering into a transaction or arrangement that may benefit the private interest of an Advisory Board member or officer of RCCO. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit organizations.

B. Definitions

1. Interested Person. Any Advisory Board member, officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family, any of the following: (i) an ownership or investment interest in any entity with which RCCO has a transaction, financial relationship, or other arrangement; (ii) a compensation arrangement with any entity or individual with which RCCO has a transaction, financial relationship, or other arrangement; (iii) a potential ownership or investment interest in any entity with which RCCO is negotiating to establish or develop a transaction or arrangement; or (iv) a potential compensation arrangement with any entity or individual with which RCCO is negotiating to establish or develop a transaction or arrangement.

3. Compensation. Compensation includes direct and indirect remuneration as well as gifts or favors that are over $100 in value.

C. Procedures

1. Duty to Disclose. An interested person must disclose the existence of their financial interest and must be given the opportunity to disclose all material facts to the President, who will report to the Advisory Board.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Advisory Board members shall decide by majority vote if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest: (i) An interested person may make a presentation at the Advisory Board or committee meeting, but shall leave during the discussion of and vote upon the transaction or arrangement. (ii) The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (iii) The Advisory Board or a committee shall determine whether RCCO can obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (iv) If a more advantageous arrangement is not reasonably attainable, the Advisory Board or committee shall determine by a majority vote of disinterested members whether the transaction is in RCCO's best interest and fair and reasonable to RCCO.

4. Violations. If the Advisory Board has reasonable cause to believe a member has failed to disclose an actual or possible conflict of interest, it shall inform the member and afford an opportunity to explain. If the Advisory Board determines that the member has failed to disclose a conflict of interest, it shall take appropriate disciplinary and corrective action.

D. Records of Proceedings

The minutes of the Advisory Board and all committees with board-delegated powers shall contain, at a minimum: (1) the names of persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Advisory Board's decision as to whether a conflict of interest existed; and (2) the names of the persons who were present for discussions and votes, the content of the discussion, including any alternatives considered, and a record of any votes taken.

E. Compensation

1. A voting member of the Advisory Board who receives compensation, directly or indirectly, from RCCO for services is precluded from voting on matters pertaining to that member's compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RCCO for services is precluded from voting on matters pertaining to that member's compensation.

F. Annual Statements

Each Advisory Board member, officer, and member of a committee with board-delegated powers shall annually sign a statement affirming that such person: (1) has received a copy of the conflict-of-interest policy; (2) has read and understands the policy; (3) has agreed to comply with the policy; and (4) understands that RCCO is a nonprofit organization and that in order to maintain its tax-exempt status it must engage primarily in activities that accomplish one or more of its exempt purposes.

G. Periodic Reviews

To ensure RCCO operates in a manner consistent with its nonprofit purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects: (1) whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining; and (2) whether partnership and joint venture arrangements conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further RCCO's purposes, and do not result in impermissible private benefit.

H. Use of Outside Experts

In conducting the periodic reviews, RCCO may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Advisory Board of its responsibility for ensuring that periodic reviews are conducted.