Ohio State Bar Association

“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. Regular members have limited rights to vote on certain issues regarding the governance of the organization.”

“The president-elect is elected by the regular members of the association via electronic and mail ballot in april or may before the commencement of the current president's term of office. The regular members of the association also elect representatives for each district to serve on the board of governors and the council of delegates.”

“The council of delegates considers and acts upon all resolutions before it relative to the promotion of the purposes of the association submitted to the council by any of its members, by an association member, or by any local bar association of the state.”

“The form 990 is prepared by an outside accounting firm. Osba general counsel, cfo, and ceo review the form 990 and submit it to the audit committee for consideration. The form 990 is then typically submitted to the full board of governors prior to filing.”

“The ohio state bar association (osba) has two separate conflict of interest policies. Under the board of governors' conflict of interest policy, board members will annually receive a copy of the conflict of interest policy and are required to submit conflict of interest disclosures annually. The disclosures are then reviewed by the coordinating committee. Any conflicts of interest are reviewed by the entire board of governors. Under the employees' conflict of interest policy, all employees covered by the policy will, on an annual basis, disclose or update to the ceo on a form provided by the osba that their interest that could give rise to conflicts of interest, such as a list of family members, substantial business investment holdings, and other transactions or affiliations with business and other organizations or those of family members.”

“The evaluators of the ceo's performance are the board and the members who serve on the executive compensation committee. By april of each year, the ceo completes a self-assessment, describing progress made toward his/her annual goals, as well as other accomplishments and presents same to the executive compensation committee. In april or may, the executive compensation committee meets to review the self-assessment and, utilizing input from the full board, completes the ceo's evaluation. Once complete, the executive compensation committee forwards any recommendation for salary adjustment, as well the evaluation and the comparative market data to the full board. At its june meeting, the board reviews and approves the ceo's contract, as well as compensation for the coming year. In determining the compensation of the ceo, policy requires that, at least every three years, an outside organization shall be engaged to conduct an executive compensation review for the ceo. Such review should compare the salary and total compensation of the osba ceo with competitive market data of non-profit membership organizations with operating budgets of a size similar to that of the osba. In 2018, osba contracted with a third-party consultant to perform a comprehensive compensation study for the ceo. The process for determining the compensation of employees other than the ceo is as follows: each year, all supervising employees must hold an annual performance review with each reporting employee. Following the performance review, the supervisor may make salary adjustment recommendations to his/her supervisor for each direct report. The recommendation is based on 1) the performance of the employee, 2) the increase or decrease in consumer price index as reported via the us government website, 3) current economic conditions in columbus, and, in the case of executive staff, the usa, 4) to the extent that they are available and applicable, comparable salaries and other forms of compensation, 5) other factors as may be appropriate. The ceo and the department chiefs review all of the salaries (except those of the department chiefs) and determine whether modifications are warranted. To set salaries, the osba hires an independent consultant to provide comparability data for non-profits and all industry. At the april or june meeting of the board, the ceo submits a budget request for the total dollars needed for compensation for the following calendar year.”

“The organization does not make its governing documents, conflicts of interest policy or financial statements available to the public. It makes its tax return available upon request. A treasurer's report is also published once a year.”

“The organization has a committee that oversees the audit of the financial statements and selects an independent accountant. The process by which the organization oversees the audit and selection of an independent accountant has not changed since the previous year.”