Ohio Provider Resource Association

“Section 3.1 - authority. All of the authority of the association shall be exercised by a board of trustees, except where the law, the articles of incorporation, or these regulations require that action be otherwise taken or authorized. Section 3.2 - number and composition. The board of trustees shall be comprised of no less than three trustees, the exact number of which may be determined from time to time by the board of trustees. Effective january 1, 1998, the trustees shall be divided into the following general classifications: district trustees, officer trustees, past president, at- large trustees, and honorary trustees. Section 3.3 - district trustees. An officer trustee shall serve as a trustee for the term of his/her office. The district trustees shall be divided into three classes designated class i, class ii, and class iii. (a) district trustees shall be elected from each of the following districts within the state of ohio: district 1 shall be comprised of active members serving the following counties: butler, warren, clinton, hamilton, brown, adams, highland, pike, scioto, clermont, and lawrence. District 2 shall be comprised of active members serving the following counties: darke, shelby, logan, hardin, miami, champaign, clark, preble, montgomery, mercer, auglaize, and greene. District 3 shall be comprised of active members serving the following counties: holmes, tuscarawas, carroll, harrison, jefferson, coshocton, muskingum, guernsey, belmont, perry, morgan, noble, monroe, washington, athens, hocking, ross, vinton, jackson, gallia and meigs. District 4 shall be comprised of active members serving the following counties: fulton, williams, lucas, ottawa, defiance, henry, wood, sandusky, seneca, paulding, hancock, putnam, van wert, wyandot, crawford, allen, and richland. District 5 shall be comprised of active members serving the following counties: ashland, medina, summit, portage, trumbull, mahoning, columbiana, wayne, and stark. District 6 shall be comprised of active members serving the following counties: marion, union, delaware, licking, knox, madison, morrow, franklin, fayette, fairfield, and pickaway. District 7 shall be comprised of active members serving the following counties: erie, huron, lorain, cuyahoga, lake, geauga, and ashtabula. District 8 shall be comprised of those active members serving more than one of the districts designated 1 through 7 above, and which elects to be classified in district 8 in accordance with this section 3.2 (a). For purposes of these regulations, those active members providing services in more than one district shall elect to be included, and have the individuals they serve counted, either: (i) in the district where the majority of the individuals they serve reside; or (ii) in district 8. Such election must initially occur no later than september 1, 1997. Active members may change their option every four years upon written notification to the board of trustees. Each of those districts having active members who cumulatively serve 1- 1,000 individuals shall be represented by two trustees on the board, and each of those districts having active members who cumulatively serve more than 1,000 individuals shall be represented by three trustees on the board. (b) nomination and election. The nominating committee shall prepare a slate of candidates for the purpose of nominating persons to serve as district trustees. Only representatives of active members from within a district shall be eligible for nomination with respect to that district. The nominating committee shall accept nominations submitted from each of the districts by a date established by the nominating committee, but no later than november 15 of each year. If no nominations are received from any district, the nominating committee shall select one or more nominees for that district. Each district trustee shall be elected by the active members from the district for which its candidates have been nominated. All such elections s”

“Decisions to amend the articles of incorporation and the code of regulations of the association require approval by the membership as discussed below: section 6.1 - general. The articles of incorporation and the code of regulations of the association may be amended from time to time, as hereinafter provided. Proposed amendments shall be approved by the board of trustees, or proposed by any five active members not more than three of which shall come from the same district. The proposed amendment shall be submitted to the membership in written form and voting shall be by mail ballot. The affirmative vote of a majority of the active members voting by mail ballot shall be sufficient for the adoption of the amendment. An amended or restated articles of incorporation or code of regulations maybe adopted in the same fashion. Section 6.2 - requested articles of incorporation and code of regulations. The board of trustees may adopt restated articles of incorporation, or a restated code of regulations to consolidate the original articles or code and all previously adopted amendments that are in force at the time in lieu of having such restated articles or code adopted by the members as provided in section 6.1 above. Section 6.3 - notification. Copies of all amendments to the articles of incorporation and amended code of regulations, shall be distributed to all board members and made available to all active members as soon as practicable after adoption.”

“The board reviews the draft form 990 and communicates any changes to the executive director prior to filing.”

“Annual conflict of interest disclosure form is signed and is reviewed by the executive committee. President is made aware of potential conflicts throughout the year. Each board member is asked to exercise an affirmative obligation to report potential conflicts involving themselves or others. Executive committee evaluates and addresses conflicts.”

“The executive committee reviews and approves the compensation of the president on an annual basis. The executive committee considers comparable salaries in the market place as well as the qualifications and performance of the individual.”

“The vice president's initial salary and compensation package was reviewed and set by the executive committee by reference to comparable market data and the individual's qualifications. Subsequent adjustments to compensation of the vice president and all other employees is performed by the president of the association. Total compensation is reviewed as part of the annual budget approval process by the executive committee.”

“Governing documents are made available to the public upon request.”