AMENDED AND
RESTATED REGULATIONS
(2005)
ARTICLE I
Organization and
Purposes
Section
1. Organization. The Ohio
Municipal Advisory Council (the “Corporation”) is organized as a nonprofit
corporation under the laws of the State of
Section
2. Purposes. The purposes of the
Corporation are to promote the strength and integrity of the Ohio public
securities market by obtaining and maintaining information relating to public
securities issues and issuers in Ohio and facilitating the flow of information
among the issuers, underwriters, banks, attorneys and others that are active or
interested in the Ohio public securities market and to carry out such related
purposes as are set forth in the Corporation’s Amended Articles of
Incorporation.
ARTICLE II
Membership
Section
1. Qualification. Membership
shall be limited to entities or individuals having a professional interest in
the
(a) Full Members. Full members shall consist of those dealers
in securities and banks that are members of the Corporation at the time of
adoption of these Amended and Restated Regulations, together with any
corporation, partnership, limited liability company, or any other entity or
individual that is a dealer in securities, a bank or other entity or individual
the Board of Trustees deems qualified for full membership, and is admitted as a
full member in accordance with the provisions of the then-current Regulations
of the Corporation. Full members shall have the right to hold office in the
Corporation and to vote upon matters presented to members of the Corporation.
(b) Associate Members. Associate members shall consist of
such other entities or individuals that have a professional interest in the
information furnished by the Corporation and are admitted as associate members
in accordance with the provisions of the then-current Regulations of the
Corporation. Associate members may not hold office in the Corporation, shall
not have voting rights upon matters presented to members of the Corporation,
and shall otherwise have such rights, duties and privileges as are set forth in
the then-current Regulations of the Corporation.
Section
2. Admittance. An entity or
individual may be admitted as a member of the Corporation by submitting an
application for membership to the Board of Trustees of the Corporation. Such
application shall include an agreement by the applying entity or individual to
act in accordance with the then-current Regulations of the Corporation, including
payment of required dues and fees. The Board of Trustees of the Corporation,
acting in its full discretion, may admit any applying entity or individual as a
full member or an associate member, as appropriate, except that no full or
associate member shall be admitted for a period of less than one year and no
admittance of a full or associate member shall become effective until such
applying member has paid to the Corporation the applicable dues for the
member’s first year of membership. Each member that is an entity shall identify
individuals (each, an “OMAC Representative) within its organization to be the
primary and secondary contact and representative persons for matters related to
its membership in the Corporation.
Section
3. Withdrawal, Suspension and Removal.
A member may withdraw as a member of the Corporation at any time but shall not
be entitled to any refund of annual dues paid for the year during which such
withdrawal occurs. The Board of Trustees shall have the power to suspend or
expel a member, upon fifteen days’ notice in writing, for any violation of the
then-current Regulations of the Corporation or of any resolutions adopted by
the Board of Trustees or for any other reason deemed sufficient by the Board of
Trustees. Such action shall be taken only by the affirmative vote of not fewer
than two-thirds of the trustees then in office, and any trustee affiliated with
the member in question shall be precluded from consideration of and voting upon
the suspension or expulsion. A member so suspended or expelled shall be
entitled to a hearing before the Board of Trustees if applied for within such
fifteen-day period, and such hearing shall be held within ten days after
application by the member. The action of the Board of Trustees, as affirmed or
modified after such hearing, or as taken if no hearing is applied for, shall be
final and conclusive. The Board of Trustees may, in its discretion, withhold
any reports or other communications from any member after notice of suspension
or expulsion.
ARTICLE III
Dues and Fees
Section
1. Dues. Dues for full and
associate members shall be as fixed by the Board of Trustees from time to time.
Dues shall be payable in advance annually.
Section
2. Fees. The Board of Trustees
also shall fix fees, based upon a rate or rates per $1,000 of municipal
securities, to be charged upon the initial purchase of
ARTICLE IV
Meetings of Members
Section
1. Annual Meeting. The annual
meeting of members shall be held, at such time and place as determined by the
Board of Trustees, within 90 days prior to the close of the fiscal year of the
Corporation.
Section
2.
Special Meetings. Special meetings may be
called by the Chairperson of the Board of Trustees at any time.
Section
3. Notice of Meetings. The
Secretary of the Corporation shall give notice of the place and time of annual
or special meetings to each member by mail or by electronic means at least ten
days before the meeting. Notice of all meetings shall include an agenda of the
matters to be considered at the meeting.
Section
4. Quorum. The presence of a
majority of the full members of the Corporation (including presence through a
written proxy, which may be in facsimile or electronic form, granted by an individual
member or by an OMAC representative of a member that is an entity) shall
constitute a quorum at any meeting of members.
Section
5. Voting. Each full member
shall have one vote upon matters presented for a vote of members, which vote
may be cast by the member or, if the member is an entity, by an OMAC
Representative of the member, either in person or through another person acting
pursuant to a written (including facsimile or electronic) proxy granted by an
individual member or by an OMAC Representative. The affirmative vote of a
majority of full members present at a meeting of members at which a quorum is
present shall constitute action by members, unless a larger percentage is
required by statute, the Articles of Incorporation or the then-current
Regulations.
Section
6. Action without a Meeting. Any
action permitted to be taken at any meeting of members of the Corporation may
be taken without a meeting if a majority of the full members of the Corporation
(or such higher percentage as may be required for any specific action) consent
to the action in one or more writings, which may be in electronic form. The
written consents shall be filed with the minutes of the proceedings of the
members of the Corporation.
ARTICLE V
Board of Trustees
Section
1. Number and Qualifications.
The Board of Trustees shall consist of not fewer than five persons and not more
than 15 persons, as shall be determined by a majority of full members at an
annual or special meeting of members or without a meeting by a writing signed
by a majority of full members. Unless and until changed in such manner, the
number of trustees of the Corporation shall be set at ten. Each trustee shall
be an officer, partner, member/manager or employee of a full member.
Section
2. Trustee Groups, Term and Election.
The Board of Trustees shall be divided into three groups, with the number of
trustees in each group as nearly equal as possible. Trustees within a group of
trustees shall be elected by full members at the annual meeting of members, for
a term of three years and until their successors shall be elected, such that a
different group of trustees shall be elected annually. If the total number of
trustees is changed by action of the full members, the full members shall at
that time also determine the appropriate adjustment to be made to the number of
trustees in each group, except that the term of an incumbent trustee may not be
reduced as a result of any reduction in the total number of trustees.
Section
3. Limitations Upon Composition of
Board of Trustees. No person shall be elected as a trustee if the result of
that election would be that:
(a) More than two trustees would be employed by the same member
(or any of its affiliates); or
(b) Fewer than a majority of the trustees
would have both their principal places of residence and their principal places
of business in the State of
(c) More than one trustee employed by the
same member (or any of its affiliates) would be engaged regularly on behalf of
the member or any of its affiliates in the same one of the following four
general activities:
(i)
public
finance/investment banking;
(ii) trading/underwriting;
(iii) brokerage; or
(iv)
investment/research analyst.
No trustee shall be disqualified from completing a term
for which elected if after the trustee’s election an event occurs that would
otherwise cause the trustee to be ineligible for election due to any of the
limitations described in this Section 3.
Section
4. Nominating Committee.
Candidates for trustee positions shall be identified by a nominating committee
comprised of the Chairperson of the Board and representatives of two full
members selected by the Chairperson, and such committee shall have the
responsibility for nominating candidates for the Board of Trustees. The names
of such candidates shall be presented for election at the next annual meeting
of members, with such presentation occurring at least ten days prior to the
annual meeting. In addition, full members may make recommendations to the nominating
committee of candidates for the Board of Trustees by presenting such
recommendations in writing to the Secretary of the Corporation not later than
September 1 of any year.
Section
5. General Powers. The Board of Trustees shall transact
all business of the Corporation except as limited by the Articles of
Incorporation or by the then-current Regulations, or by resolutions adopted at
meetings of members. Subject to such limitations, the Board of Trustees may
elect members, fix and collect dues and fees, make contracts for the operation
of the Corporation, enter into reciprocal agreements with municipal advisory
councils of other states, appoint or employ officers, attorneys, accountants
and employees and fix their respective compensation and provide for retirement
benefits or deferred compensation, and delegate to such officers and employees
such authority as the Board of Trustees may deem advisable.
Section
6. Removal. A trustee may be
removed from the Board of Trustees if he or she has been absent from meetings
of the Board of Trustees for more than a 12-month period or is not otherwise
performing his or her duties as a trustee. Such removal shall require the
affirmative vote of at least two-thirds of those trustees then in office,
following notice to the trustee proposed to be removed and an opportunity for
that trustee to be heard.
Section
7. Vacancies. Any vacancy in the
Board of Trustees may be filled for the unexpired term by a vote of a majority
of the remaining trustees. Nominations to fill a vacancy may be made by the
nominating committee or the Board of Trustees, which shall first attempt to
identify a candidate from the member with whom the vacating trustee was
associated.
Section
8. Meetings. Regular meetings of
the Board of Trustees may be held without notice at such times and at such
places as shall from time to time be determined by the Board of Trustees. The
Chairperson of the Board of Trustees may call special meetings of the Board of
Trustees at any time upon at least two days’ notice by mail, telephone or
electronic means, at such place as shall be specified in the notice.
Section
9. Quorum and Vote. A majority of the members of the
Board of Trustees then in office shall constitute a quorum for the transaction
of business. The affirmative vote of a majority of trustees present a meeting
at which a quorum is present shall constitute action by the Board of Trustees
unless the vote of a larger number is required by statute, the Articles of
Incorporation or the then-current Regulations.
Section
10. Action Without a Meeting. Any
action permitted to be taken at any meeting of the Board of Trustees may be
taken without a meeting if all members of the Board of Trustees consent to the
action in one or more writings, which may be in electronic form. The written
consents shall be filed with the minutes of the proceedings of the Board of
Trustees.
Section
11. Participation by Telephone.
Members of the Board of Trustees may participate in a meeting of the Board of
Trustees by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in
person at the meeting.
Section
12. Committees. In addition to the
nominating committee, the Board of Trustees may designate such other committees
as it considers desirable. Each committee may consist of one or more trustees
and shall have a chairperson as designated by the Chairperson of the Board of
Trustees. Committee members shall serve at the pleasure of the Board of
Trustees. The provisions of the immediately preceding Sections 9, 10 and 11
shall be applicable to committee meetings.
Section
13. Compensation and Expenses. Trustees
shall not receive any compensation for serving on the Board of Trustees or any
committee of the Board of Trustees. Reasonable out-of-pocket expenses related to attendance at annual and
special meetings of the Board of Trustees, as well as committee meetings, will
be reimbursed to trustees.
ARTICLE VI
Officers
Section
1. Election; Qualification; Terms.
The Board of Trustees shall elect annually a Chairperson, a President, a
Secretary and a Treasurer. The Chairperson, the President and the Treasurer
shall be trustees but the Secretary need not be a trustee. Any two offices may
be held by a single individual. Such officers shall be elected for a term of
one year and shall continue in office until their successors are elected. The
Board of Trustees may fill any vacancies that occur in officer positions for
the unexpired term. The Board of Trustees shall also appoint a Director and may
appoint one or more Assistant Directors, none of whom need be a trustee. The
Director (or any Assistant Director) shall serve for a term of one year and
shall continue to serve until his or her successor is appointed. The Board of
Trustees may elect such other officers as it determines are appropriate.
Section
2. Duties of the Chairperson, President,
Secretary and Treasurer. The Chairperson, the President, the
Secretary and the Treasurer shall perform the usual duties that are customary
for their offices, and shall have such other powers and duties as the Board of
Trustees may determine.
Section
3. Duties of the Director. The
Director shall manage and conduct the business of the Corporation, shall have
direct and principal charge of all relations with Ohio public securities
issuers and shall conduct investigations of the financial affairs of such
issuers as the Board of Trustees may designate, or as he or she may deem
advisable in the interest of the members, subject to direction from the Board
of Trustees. The Director may delegate to an Assistant Director such duties as
he or she deems appropriate.
Section
4. Dissemination of Information.
The Director shall collect information as to the financial condition of
Section
5. Compensation; Removal. The
Board of Trustees shall fix the compensation of all officers of the
Corporation. Any officer may be removed from office at any time, with or
without cause, by the affirmative vote of a majority of the Board of Trustees.
ARTICLE VII
Indemnification
The Corporation shall
indemnify any person who was, is, or is threatened to be made a party to any
civil, criminal, administrative or investigative action, suit or proceeding
because the person is or was a trustee, officer or employee of the Corporation,
or was serving at the request of the Corporation as a director, trustee,
officer, partner, employee or other agent of another entity, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, to the full extent permitted by the Ohio Nonprofit
Corporation Law, as it now exists or may be amended. This indemnification shall
not be deemed to be exclusive or otherwise restrict the Corporation from
purchasing and maintaining insurance on behalf of any person who is entitled to
be indemnified pursuant to this Article VII.
ARTICLE VIII
Seal
Documents executed by the
Corporation need not be under seal.
ARTICLE IX
Fiscal Year
The fiscal year of the
Corporation shall be January 1 through December 31.
ARTICLE X
Amendment
These Regulations may be
amended at any annual or special meeting of members by the affirmative vote of a majority of full members, or without a meeting by
the written consent of a majority of full members.
The Regulations of the
Ohio Municipal Advisory Council were originally adopted by unanimous vote of
the membership on January 31, 1941, and were amended on October 26, 1955,
November 16, 1962, March 1977, November 10, 1978, June 1994, August 1996, March
1999, and October 25, 2002. This current form of Regulations was adopted on
March 11, 2005.