SPAN Ohio Bylaws

Article 4: Structure

a. State Council: The State Council shall meet at least quarterly and shall guide the work of the coalition. The State Council shall be composed of the following: (1) the SPAN Ohio Executive Committee; (2) seven regional coordinators and committee chairs; (3) Past Director; (4) Club Representatives and (5) other interested individuals. Members of the State Council elected to serve on the Council in more than one capacity (for example, as regional coordinator and Committee Chair) shall have only one vote. Members of the State Council and Regional Coordinators shall be elected for a two-year term at the biannual meeting of single-payer supporters referred to in Article 5, at which time the seven regions shall caucus for the purpose of electing regional coordinators. The State Council shall be empowered to establish additional committees. Members of the State Council may be represented by alternates of their choosing, who are members of SPAN Ohio, at State Council meetings and such alternates shall be accorded full voice and vote. State Council meetings shall be open to all supporters of SPAN.

b. Quorum: A quorum of 34% of State Council members shall be required to conduct business, and decisions shall be by simple majority of those present and voting. In the absence of a quorum, any decisions made must be ratified by the State Council either by e-mail or at the next State Council meeting.

c. Executive Committee: At the biannual General Meeting referred to in Article 5, the State Council shall elect an Executive Committee which shall be composed of the SPAN Ohio State Director, the Associate State Director, the SPAN Ohio Secretary, the SPAN Ohio Treasurer, and the seven Regional Coordinators. The Executive Committee shall serve as the governing authority between State Council meetings. The business of the Executive Committee shall be conducted by simple majority of those present and voting, where a majority of the Executive Committee will constitute a quorum. In addition, the Executive Committee shall be responsible for monitoring and supervising the work of any consultants or professionals employed by the State Council. A member of the Executive Committee shall chair any meeting of the State Council in the absence of the State Director.

d.State Director: The State Director shall chair all meetings of the State Council. The State Director shall work with the State Council and standing committees to develop strategies for outreach and growth, work with the State Council to develop and implement legislative strategies and/or initiatives geared to promote the single payer solution and health care for all Ohioans, work with the State Council to develop and implement a fund raising strategy, work with other key coalition partners in Ohio (and nationally) promoting single payer legislation and function as the key media spokesperson for the organization. Commensurate with these responsibilities, the State Council may approve reasonable financial compensation (including expenses) to the State Director which could be adjusted relative to achievement of fundraising targets. At the end of their two-year term, the State Director shall assume the position of Past Director for a two-year term.

e.Associate State Director: The Associate State Director shall be elected by the members in attendance at the biannual State Meeting.The Associate State Director will coordinate with the State Director in carrying out the duties of the State Director. The Associate Director will work with the Director to oversee the committees and coordinate between them. The Associate State Director shall assume the position of State Director at the end of their two-year term.

f. Past Director: The Past Director shall serve as a senior advisor and support of the State Director and Associate Director in their duties. This term shall be for two years.

g.Secretary: The Secretary shall be elected by the members in attendance at the biannual State Meeting. The Secretary shall maintain records, take minutes of State Council meetings, conduct correspondence, and keep the State Council informed of SPAN Ohio activities and developments in coordination with the Executive Committee.This term shall be for two years.

h.Treasurer: The Treasurer shall be elected by the members in attendance at the biannual State Meeting. The Treasurer shall receive all contributions, pay all expenses, maintain records of all financial activity, and give financial reports to State Council meetings. Payment of ordinary administrative expenses shall not require prior approval by the State Council, but payment shall not be issued to anyone absent written documentation supporting the expenditure, such as an invoice or paid receipt bearing the date of the purchase, a description of the item or service purchased, and the reason for the purchase. This term shall be for two years.

i. Regional Coordinators: One Coordinator for each of the seven geographical regions corresponding to the seven Ohio Department of Health regions shall be elected at a caucus of the attendees from each respective geographical region at the biannual General Meeting. The Regional Coordinators are responsible for the recruitment of SPAN Ohio supporters, maintenance of supporters lists and development of contacts among the various constituency groups within each respective region of the state. In addition, the Regional Coordinators are to work in coordination with the SPAN Ohio State Director in the development and implementation of education, outreach, petitioning, fundraising, and legislative action programs in their respective regions. Also, the Regional Coordinators are expected to regularly submit reports of their activities at State Council meetings.

j. Clubs

1. Formation of Clubs: It shall be the objective of SPAN Ohio to constitute clubs wherever possible in regions throughout Ohio. A club shall consist of a minimum of 10 people who endorse the objective of achieving single-payer health care in Ohio. Each club shall operate according to the bylaws of SPAN Ohio. Upon application, the State Council shall vote on recognizing all new clubs. Each recognized club shall, on an annual basis, elect one person to represent it on the State Council. A club shall not create its own treasury, but shall request funding from the state organization for any projects it wishes to engage in.

2. Dissolution of Clubs: Upon motion of a regional coordinator or any member of the Executive Committee, the State Council may at an in-person meeting of the Council vote to rescind the recognition of any club, provided that the regional coordinator or Executive Committee member is able to show that the said club is:

no longer viable; or
no longer implementing the bylaws or policies of SPAN Ohio; or
recommended for dissolution by one or more of the club’s officers for reasons they submit

Before the State Council votes on such motion, the officers and representative of the said club shall be given at least two weeks notice that such a motion will be acted upon and given the opportunity to speak before the motion is put to a vote. If the State Council votes to rescind recognition of any club, that club shall no longer have a representative on the State Council.

3. Suspension of Clubs: Where circumstances arise when, in the judgment of the Executive Committee, it is essential for SPAN Ohio to act expeditiously in advance of a State Council meeting, the Executive Committee is authorized to suspend a SPAN Ohio club. Such action is reviewable by the State Council which may vote to ratify or reverse it, with officers and representative of the said club given at least two weeks notice in advance of the vote and having the opportunity to speak before the vote is taken.

k. Membership Committee: A Membership Committee shall be composed of three (3) members appointed by the Executive Committee for one (1) year terms. The Membership Committee, in cooperation with the Treasurer, shall be responsible for recruiting new members, developing membership materials, and notifying members when their dues are up for renewal.

l. Audit Committee: An Audit Committee of three members in good standing shall be appointed by the Executive Committee, excluding Executive Committee members. The Audit Committee members shall audit the Treasurer’s books and records at year’s end and report their findings to the State Council at its first meeting of the year. However, nothing shall preclude the Audit Committee from conducting more frequent audits should it deem it prudent to do so.

m. Special Committees: The State Council or the Executive Committee may establish special committees as needed.

n. Removal from Office: Any person elected or appointed to serve in any position within SPAN may be removed from office for misfeasance, malfeasance, or non-feasance in office. No representative may willfully misrepresent the mission and policies of SPAN or use the SPAN Ohio name/logo to promote other activities not approved by SPAN. "Willfully" means that the person has received written notice of the violation and continues the unapproved activities or has refused to desist. The issue will be presented at the next scheduled meeting of State Council and submitted for a vote in case of elected positions. A 2/3 majority vote is required for dismissal.

o. Termination of Membership: The membership of a member shall terminate upon the occurrence of any of the following events:

Upon the member’s notice to the Secretary that he or she wishes to terminate membership.
Upon the member’s failure to renew his or her membership by paying dues on or before their due date.
Upon a determination by the State Council, after providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of SPAN Ohio.

All rights of a member in SPAN Ohio shall cease on termination of membership as herein provided.