ARTICLE I

ASSOCIATION

(A) Preamble

These Articles of Association are adopted by the Members of the Association to organize and provide for the government of an unincorporated association under Ohio Revised Code Chapter 1745.

(B) Name

The name of the Association is Springfield Township Business Association.

(C) Purposes

The purposes of the Association are to: (1) advance the interests of the businesses located in Springfield Township, Hamilton County, Ohio; (2) aid in obtaining or improving necessary or beneficial services for Springfield Township businesses; (3) establish and maintain liaison with governmental and law enforcement authorities and agencies; (4) represent Springfield Township businesses before governmental offices and bodies and advocate legislation to benefit the Springfield Township business community; (5) organize business community programs and activities; (6) provide leadership in Springfield Township business affairs; (7) publicize, promote, and extend trade and business in Springfield Township, Hamilton County, Ohio; (8) collect, collate, and disseminate business data and information to the members of the Springfield Township Business Association; and (9) otherwise promote the interests, health, safety, and welfare of Springfield Township businesses. 
 

 ARTICLE II

 MEMBERS

(A) Membership

 All businesses located within the boundaries of Springfield Township, Hamilton County, Ohio, which have paid dues as provided in Subsection (C) are Members of the Association.

(B) Membership Rights and Responsibilities

All Member businesses or their designee shall have the right to participate in all general meetings and activities of the Association, to vote at membership meetings, and to hold office. Each Member business shall be considered one Member for the purposes of voting, holding office, and paying dues, regardless of the number of that business‚ employees participating.

All Members shall abide by the Articles of Association, as amended, and shall take action only in accordance with the purposes of the Association.

(C) Membership Fees and Other Charges

The initial annual membership fee shall be $35.00 per Member with 5 or less employees, $50.00 per Member with 6-25 employees, and $75.00 per Member with more than 25 employees, payable in advance on or before June 1, 1998. Thereafter, the amount and due date of the annual membership fee shall be determined from year to year by the Board of Trustees. The annual membership fee shall be paid as specified by the Board of Trustees and shall be effective for the calender year in which it is paid.

In addition to annual membership fees, and as necessary to defray Association expenses, the Association may charge admission to Association activities and may charge nominal fees for services provided by the Association.

Failure to pay an annual membership fee will cause the delinquent Member to cease to be a Member of the Association.

(D) Membership Discipline

If the conduct of any Member shall appear to be in violation of the Articles of Association, as amended; or in violation of any other rules or standard operating procedure of the Association; or prejudicial to the Association‚s interest; or if any Member shall be in default in the payment of the membership fee; the Board of Trustees may, by the affirmative vote of five-sevenths of the entire Board of Trustees, suspend or expel such member. Before taking such action, a written copy of the charges must be served upon the Member and an opportunity given to be heard in defense of the charges. A motion to reconsider the suspension or expulsion of a Member may be made at the next regular meeting of the Board of Trustees, but not thereafter. Any Member so suspended or expelled shall be refused admittance and attendance at all Association activities as specified by the Board of Trustees.
 (E) Resignations and Refunds

In no event shall the annual membership fee paid to the Association be refunded or returned in whole or in part to a resigning Member unless a refund is approved by a majority of the entire Board of Trustees.
 

 ARTICLE III

 MEMBERSHIP MEETINGS

(A) General Meeting of Members

The general meetings of the Members shall be held bi-monthly on the second Thursday of the month at 8:00 a.m., beginning Thursday, May 14, 1998.

(B) Annual Meeting of Members

The Annual Meeting of the Members shall be held in the month of                 of each year at the hour and date designated in the notice thereof at a convenient  place determined by the Board of Trustees. The primary purpose of the Annual Meeting shall be the election of officers and trustees.

(C) Special Meeting of Members

A Special Meeting of the Members may be held at any time at the call of the President or a majority of the entire Board of Trustees.

(D) Notice of Meetings

The date and time of any Member meeting shall be stated in a written notice given to the Members by letter, newsletter, advertisement, or other means, at least seven days prior to the meeting. In all cases of Special Meetings, notice thereof shall briefly state the purposes of the meeting.

(E) Quorum

A majority of those  Members, in good standing, present at any membership meeting, after due notice thereof, shall constitute a quorum for the transaction of business at any Annual Meeting or Special Meeting of the corporation.
 
 

 (F) Order of Business

Unless otherwise ordered by a majority of the voting Members present, the order of business at any Annual Meeting or Special Meeting of the Members shall be: roll call; reading of the minutes; reports of officers and committees; unfinished business; election of officers and trustees; and new or miscellaneous business.
 

 ARTICLE IV

 TRUSTEES

(A) Qualifications; Term; Votes

The Association shall be governed by a Board of Trustees consisting of the Association‚s five (5) elected officers and four (4) additional Trustees, all of whom must be Members of the Association in good standing. One Trustee shall be the immediate Past President of the Association.  The three remaining Trustees and Officers shall be elected to a one year term at the Annual Meeting and shall serve for that term and until their successors are elected or appointed and qualified. Any Trustee and/or Officer can only be elected to two successive terms to the same office.

 Each Trustee shall be entitled to vote at any and all meetings of the Board of Trustees.

(B) Duties and Powers

The Board of Trustees is responsible for the management and control of the affairs, funds, and property of the Association. Its powers are commensurate with its duties, subject to the Articles of Association, as amended, and subject to the power of the Members at the Annual Meeting or a Special Meeting to modify or rescind any Board of Trustees action or to adopt measures as they see fit.

The Board of Trustees may adopt bylaws or rules governing operations and activities of the Association, use of the Association's facilities by Members and others, and other bylaws and rules the Board of Trustees considers necessary or advisable.

The Board of Trustees may appoint, discharge, and fix the compensation and duties of permanent or temporary employees or agents of the Association.

 The Board of Trustees may also appoint standing and special committees and change committee personnel at will, discipline Members for misconduct, remove officers for cause, fill vacancies in any office or in its own membership, and otherwise exercise such powers as are consistent with the Articles of Association, as amended.

Except as limited by law or these Articles of Association, and subject to the will of the voting Members of the Association, the Board of Trustees may do any act under these Articles of Association as the voting members themselves may do.

(C) Meetings; Notice; Quorum

The Board of Trustees shall meet at least quarterly. Special meetings of the Board of Trustees may be called by the President, and shall be called by him on written request of any three Trustees. Meetings shall be held at a convenient time and place as the President or Board of Trustees may direct.

Notice of the date, time, and place of a meeting shall be given as required by law, except that oral or telephone notice is sufficient if given personally to the Trustee being notified. Except in an emergency, at least two days' notice is required. Notice may be waived as provided by law.

At any meeting of the Board of Trustees, a quorum shall consist of a majority of the Trustees, currently qualified and serving positions on the Board of Trustees.

The Trustees may take action without a meeting by written consent signed by all Trustees then in office.
 

 ARTICLE V

 OFFICERS

(A) Qualifications; Election; Term

The officers of the Association shall be President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer all of whom must be Members of the Association in good standing. All Officers shall be elected for a one year term at the Annual Meeting of the membership or at a Special Meeting called for that purpose. The election shall be by ballot by all qualified Members of the Association in attendance at the meeting, and the candidate receiving the most votes for the particular office shall be elected. Each elected officer shall hold office for a term of one (1) year or until their successor is qualified and elected and shall have a vote at any and all Board of Trustees meetings. 
 

 (B) Duties

In addition to the duties stated below, each Officer shall perform such other duties as may be required by the Articles of Association, as amended, or as may be assigned from time to time by the Members or the Board of Trustees, as well as duties customarily incident to his or her office.

(1) President

The President shall preside at all meetings of the Members, Trustees, and executive committee; shall appoint standing and special committees and is an ex-officio member of all committees; shall sign all membership cards (if any); shall perform generally all duties usually incident to such office; and shall perform such other and further duties as may, from time to time, be required by the membership or the Board of Trustees of the Association.

(2) Vice-President

The Vice-President shall perform all of the duties of President in case of the President's absence or disability and shall perform such other and further duties as may be required by the President or the Board of Trustees. If both the President and Vice-President are absent or disabled, the Members or Trustees may appoint a President Pro Tempore. The Vice-President is an ex-officio member of all committees.

(3) Recording Secretary

The Recording Secretary shall keep an accurate record of all transactions of the Association, Members, Trustees, and executive committee; shall maintain a current roster of Members; shall keep a minute book, and record in it the minutes of the meetings and other transactions of the Members, Trustees, and executive committee; shall keep documents and other records which it is necessary or advisable to preserve; shall hold all books, papers, and other property in his or her custody available for inspection by the Trustees or persons appointed by them, and when he or she leaves office shall turn the same over to his or her successor or to the President; and shall perform such other and further duties as may be required by the President or the Board of Trustees.

(4) Corresponding Secretary

 The Corresponding Secretary shall give all notices required by law and/or the Articles of Association; shall prepare, countersign, and issue all membership cards (if any); shall be responsible for the preparation and sending of all newsletters, correspondence, and other mailings of the Association; shall keep correspondence which it is necessary or advisable to preserve; shall be responsible for all publicity of the Association; and shall perform such other and further duties as may be required by the President or the Board of Trustees.

(5) Treasurer

The Treasurer shall receive, deposit, and accurately account for all monies, belonging to the Association; shall disburse such monies on proper invoices, upon direct and proper authorizations of any Member of the Board of Trustees; shall keep proper records for all receipts and disbursements of the Association; shall keep an accurate account of the financial and other assets of the Association to be open for inspection and examination by the Board of Trustees or any proper committee appointed for that purpose; shall render an account of the financial standing of the Association at the Annual Meeting of the membership and at such other times as the Board of Trustees may require; shall keep an accurate record of all property, equipment, and other inventory items belonging to the Association; and shall perform all such other and further duties as may be required by the President or the Board of Trustees.

(C) Vacancies

A vacancy in any elected office, regardless of reason, shall be filled immediately by appointment approved by an affirmative vote of at least two-thirds of the remaining members on the Board of Trustees. The appointee shall serve until the next Annual Meeting of the membership, when a regular election shall be held to fill said vacancy.

(D) Removal

Any officer, whether elected or appointed, may be removed for cause by the affirmative vote of at least two-thirds of the remaining members of the Board of Trustees in a meeting thereof duly called for such purpose.

(E) Termination of Service

Each officer, upon the expiration of his or her term in office, or other termination of service, shall deliver to his or her successor, the President, or such person as the President or the Board of Trustees may designate, all monies, records, property, or other assets of the Association, which may be in his or her possession.
 

 ARTICLE VI

COMMITTEES

(A) Executive Committee

The executive committee shall be composed of the officers of the Association and shall act for the Board of Trustees in the intervals between meetings of the Board of Trustees. Any act of the executive committee is subject to modification or rescission by the Board of Trustees.

(B) Standing Committees and Subcommittees; Appointment; Composition

The initial standing committees of the Association shall be the Governmental Affairs Committee, the Service Committee, the Land Use and Zoning Committee, and the Information Committee.

The Board of Trustees may create additional standing committees at any Annual Meeting by unanimous vote. Each committee shall consist of a chairman, vice-chairman, and one or more Members, who shall be appointed annually by the President with the advice and consent of the Board of Trustees. The chairman of each standing committee may be a Trustee. All members of standing committees shall be Members of the Association in good standing.

(C) Duties of standing committees

In addition to the duties stated below, each standing committee shall submit reports at each meeting of the Board of Trustees or such other times as the Board of Trustees may require and perform such other duties as may be assigned from time to time by the Members or Trustees. Consistent with its areas of responsibility and the Articles of Association, as amended, each committee shall recommend to the Board of Trustees, for adoption, such bylaws and rules as the committee considers necessary or advisable, may adopt interim rules pending approval by the Board of Trustees, and is responsible for enforcing bylaws and rules affecting its areas of responsibility. Each committee shall cooperate, and coordinate its activities, with other committees whose responsibilities may overlap.

(D) Special committees

 The Board of Trustees may from time to time create special committees and assign them duties as the Board of Trustees considers necessary or advisable. The life of a special committee shall not extend beyond the term of the Board of Trustees which creates it, unless the Board of Trustees specifies that the special committee is to be permanent or that its life is to extend until completion of its task, or unless the incoming Board of Trustees renews the committee for that Board of Trustees' term. Members of special committees shall be appointed by the President with the advice and consent of the Board of Trustees. The Board of Trustees may disband a special committee at any time.

(E) Board of Trustee Control of Committees

The activities of all committees are subject to the direction and review of the Board of Trustees and executive committee. The Board of Trustees or executive committee may at any time modify or rescind any act of a committee.

(F) Governmental Affairs Committee

The Governmental Affairs Committee shall monitor the activities of, and establish and maintain liaison with, state and local agencies and officials whose actions or decisions may impact on the Association‚s Members and shall represent the Association before such agencies and officials. The committee shall keep the Members and Trustees informed of developments in these areas.

(G) Service Committee

The Service Committee shall monitor services provided to the Association‚s Members , including without limitation police and fire protection, trash collection, snow removal, and public utilities services, and shall establish and maintain liaison with public and private agencies, officials, and persons providing services. The committee shall keep the Members and Trustees informed of developments in these areas.

(H) Land Use and Zoning Committee

The Land Use and Zoning Committee shall monitor compliance by builders, developers, landlords, residents, other property owners, and others with zoning, building, and housing codes, plat and deed restrictions, and laws and regulations dealing with health and safety, trash burning, weed removal, and abatement of nuisances. It shall keep the Members and Trustees informed of developments in these areas.

(I) Information Committee

The Information Committee shall prepare and distribute annually an Association directory, and prepare and distribute at least quarterly an Association newsletter.
 ARTICLE VII

AMENDMENTS

These Articles of Association  may be amended, repealed and reenacted, or repealed outright by a vote of two-thirds of the Members in good standing present at the Annual Meeting, or at a Special Meeting called for that purpose.

A:BAK7;0549-SBA.ART