BYLAWS OF THE OHIO PATIENT ACTION NETWORK

 ARTICLE I – NAME AND PURPOSE

      Section 1:  The name of the organization shall be the Ohio Patient Action Network.

      Section 2:  The Ohio Patient Action Network is organized as a sister to the charitable Ohio     Patient Network for the purpose of lobbying, at all levels of government, for the therapeutic use of           cannabis, as well as for, or against, existing or proposed legislation that involves therapeutic                  cannabis, and to engage in any other lawful purpose which the directors may approve.

ARTICLE II – MEMBERSHIP

      Section 1: To be considered, an individual must be at least 18 years of age, must submit a completed membership application and a membership fee, or perform an agreed upon service.

      Section 2: Membership shall consist of members of the organization and the Board of Directors.  Only individuals whose chapter dues are up-to-date or who have performed an agreed upon service by the Board are considered active chapter members. The Ohio Patient Network strictly adheres to a non-discriminatory policy.

     Section 3: The dues shall be $15 for individual members and $20 for family members living at the same address.

 ARTICLE III – MEETINGS

      Section 1:  Annual Meeting.  The date, time, and location of the Annual Meeting shall be set by the Board of Directors.

      Section 2:  Regular Meetings.  Regular Business Meetings may be held weekly, if necessary, at a time and place specified by President, and are open to all members.

      Section 3:  Emergency Meetings.  Emergency meetings may be called by a committee chair and two members of the Board of Directors.  Notice of an Emergency Meeting shall be given to all           Board and Committee members by phone and email, not less than 24 hours before the   meeting.  If Board and Committee members are unavailable to attend an Emergency Meeting, voting shall be allowed by conference call or email.  As with other Board meetings, quorum is required and minutes will be kept.

      Section 4:  Meeting Rules:  Robert’s Rules of Order are to be considered secondary to the By Laws for the operation of the board.

ARTICLE IV – BOARD OF DIRECTORS

      Section 1:  Board Role, Size and Compensation.  The Board is responsible for the overall policy and direction of the organization, and delegate's responsibility for day-to-day operations to the Committee Chairs and members.  The Board shall have up to seven, but not fewer than five,                   members.  The Board may employ, at its discretion, other persons, or companies to assist in carrying out the missions of the Board.  The terms of employment shall be delineated at the time of employment.  The Board shall receive no compensation.

      Section 2:  Board Meetings.  The Board shall meet at least four times per year at an agreed upon time and place.  An official Board meeting requires that each Board member receive written                notice three days in advance.  Such notice may be delivered via telephone or email.

      Section 3:  Executive Meetings.  A meeting may be closed for executive session by a vote of a majority of the Board.

      Section 4:  Special Meetings.  The President, or two Board members, may call special meetings.  Notice of special meetings shall be given to each board member, by telephone, email, or postal mail, not less than three days before the meeting with return receipt requested.

      Section 5:  Terms.  All Board members shall serve one year terms and are eligible for reelection.

      Section 6:  Quorum.  A quorum of a majority of sitting Board members must be present before business can be transacted or motions made or passed.

      Section 7:  Officers and Duties.  There shall be at least five officers of the Board consisting of a President, Vice President, Secretary, Treasurer, and Legal Advisor.  Their duties are as follows: 

      President is the highest elected official within this organization.  The President is                 responsible for setting the time and place of meetings of the organization in coordination with the other Board members.  The President is responsible for setting the agendas for all regular Board meetings, and runs all Board meetings in accordance with Robert’s Rules of Order when and where applicable.  The President appoints all Chair Positions for all Committees set up by the Board.  The President of OPAN is the principal point of contact for instructions from the Board to any persons, or companies, in the employ of OPAN.

      The Vice President takes the place and powers of President when the President is not in               attendance or is otherwise unavailable.  In addition, the Vice President is the Chair of the            Rules and Ethics Committee.  The Vice President may also be tasked by the President to          Chair other Committees, head other Special Task Forces, and perform other duties from             time to time.

      The Secretary keeps accurate minutes of all meetings and publishes them to the membership.  If        the Secretary cannot be present for a meeting, they will delegate someone to take their place.  The Secretary also keeps all Corporate records, except financial records, for the        organizations, and is responsible for their organization and safety.

      The Treasurer keeps all financial records for the organizations and writes all checks from               the treasury.  The Treasurer is responsible for accurate and timely financial reports at each Board Meeting.  The Treasurer is also Chair of the Finance Committee.

      The Legal Advisor shall advise and counsel the board on legal matters.  The Legal Advisor             shall be required to be an attorney.                                                                  

      Section 8:  Vacancies.  When a vacancy on the Board exists, nominations may be received from present OPAN members by the Secretary seven days in advance of a regular business meeting.  These nominations shall be sent out to Board members with the regular business meeting announcement to be voted upon by the Board at the next meeting.  The term of interim officers shall be effective until the next regular election of Board members. 

      Section 9:  Resignation, Termination and Absences.  Resignation from the Board must be in writing and received by the Secretary or President.  A Board member may be removed for other reasons by a three-fourths vote of the other OPAN Board members. 

ARTICLE V – ELECTIONS & VOTING

      Section 1: Board Elections.  Election of new directors, or re-election of current directors to another term, will occur as the first item of business at the Annual meeting of the organization.               Directors will be elected by a majority vote of the current members present and the registered proxy votes, or in a manner to be prescribed by the Board of Directors prior to the Annual Meeting.  Members may give a proxy vote to another member to vote in their absence by using the proxy vote process.

      Section 2:  Voting.  Each member shall have, and may cast at the annual election of the Board of Directors, one (1) vote for each available position.

      Section 3:  Proxy Vote.  Any member, at his or her discretion, may utilize the right of proxy to permit another member to cast a valid vote on his or her behalf, provided the Board of                       Directors is given written notification of intent at least twenty-four hours prior to the meeting in question.  Electronic submissions, with PROXY VOTE in the subject line, are acceptable.  Any member may rescind their permission for proxy at any time before a proxy vote is cast.  Once cast, a proxy vote shall be considered valid and may not be rescinded.  Proxies may be given to any OPAN member, however each member can only vote one proxy plus their own (no multiple proxy votes).  No fiscal authority is transferred for the duration of the proxy. 

ARTICLE VI – COMMITTEES

      Section 1:  The President may create and appoint committees as needed, with concurrence of the Board.  The President appoints all committee chairs, with the exception of the Vice President who shall be the Chair of the Rules and Ethics Committee and the Treasurer who shall be the Chair of the Finance Committee.

      Section 2:  Finance Committee.  The Treasurer is chair of the Finance Committee.  The Board is responsible for developing and reviewing fiscal procedures, fundraising plans, and the                    annual budget.  All expenditures must be within the budget.  The Board must approve any              major change in the budget.  The fiscal year shall be the calendar year.  Annual reports are                 required to be submitted to the Board showing income, expenditures and pending income.               The financial records of the organization are public information and shall be made available                 to the membership, Board members, and the public.

      Section 3:  Rules and Ethics Committee.  The Vice-President is the chair of the Rules and Ethics Committee, which shall include two other OPAN members.  The Rules and Ethics                                 Committee is responsible for developing and reviewing the bylaws and suggesting                            modifications to the Board.  The Rules and Ethics Committee shall follow the provisions set                   forth in the Ohio Patient Network Code of Ethics.

 ARTICLE VII – RECORDS AND DOCUMENTS

      Section 1:  All records and documents of the organization, and documents generated in the                performance of duties on behalf of the organization, shall be the property of the organization                 and shall be given to the Secretary within fifteen days of leaving office.

 ARTICLE VIII – DISSOLUTION

      Section 1:  In the event of the dissolution of the organization, all funds and tangible assets shall be distributed in accordance with the not-for-profit corporate statues of the State of Ohio, as              amended, and the current version of the appropriate Internal Revenue Code or the                           corresponding section of any future tax code.

 ARTICLE IX – AMENDMENTS

      Section 1:  These bylaws may be amended, when necessary, by a majority vote of the Board of Directors.  Proposed Amendments must be submitted to the Secretary to be sent out with                the Regular Board announcements.  Amendments shall become effective upon adoption                  unless otherwise specified in the amendment(s).