PERI CONSTITUTION AND BYLAWS INFORMATION

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Public Employee Retirees, Inc. Constitution and Bylaws

Justification for Revisions 

April 2026

 General Statement

Because PERI is incorporated, standard practice (as confirmed by an experienced nonprofit attorney) stipulates the following order of required and optional governing documents:

1. Articles of Incorporation as filed with the State of Ohio.
2. Bylaws which define how the incorporated association will operate.
3. If necessary, Standing Rules, which define any customs or rules which fall outside of what is required, or is an exception to the specified parliamentary authority—in this case Robert’s Rules of Order.

 In both the case of PERI’s existing Constitution and Bylaws, there are items out of order, missing, or duplicated. Since the Strategic Plan must be in compliance with PERI’s governing documents, it is essential to get these documents in proper order.

 Article II – Purpose and Operational Authority

Section 1 – Purpose Statement

• The Purpose statement is out of compliance with what was filed with the state in 1970. What is in the Articles of Incorporation has not been updated at any point when the statement was revised thus putting the current statement out of compliance with the state. The new statement reflects the current purpose of the association and once approved the Articles of Incorporation will also be updated and re-filed.

 Section 2 – Legal Authority

• Omitted from existing documents but recommended - added to define the limits of what the organization is permitted to due by law.

 Section 3 – Nonprofit Status

• Omitted from existing documents but recommended - clearly defines the nonprofit classification as assigned by the IRS.

 Section 4 – Distribution Upon Dissolution

• Omitted from existing documents, requested by the Board and recommended - Lays out the process by which the corporation can be dissolved.

 Article III – Members

Sections 1 and 3 – No changes

 Section 2 – Categories of Membership

• 1) Changed “Regular” to “Annual” to reflect the dues cycle.
• 3) Added actively employed and paying into OPERS to reflect a recent policy change.
• 1) Removed “then required” because the one-time single payment is still required for life membership.
• 1) Old C.1. regarding actively employed members who was moved to Annual membership. New C.1. is the old C.2.

 Article IV – Government

• Section 1 – Changed date of Annual meeting occurrence to “no later than May 25” so the Annual meeting falls after the closing of the prior fiscal year and brings alignment to the financial and operational calendars. Also defines voting eligibility with clarity.
• Section 2 – Added “up to eleven” because it is possible to have fewer than eleven Districts or to have one District Representative cover two Districts in the absence of anyone able to serve in a particular District.
• Section 3 – Deleted and addressed in Article VII, Section 2.B.4.

 Article V – Board of Trustees

• Section 1.A. Added …”and maintain…” because the Board doesn’t just adopt bylaws but is also responsible for making sure they are maintained.
• Section 1.E.1 and 2 – Codifies in the Bylaws the fiduciary obligation of the Board.
• Section 2.A. – There was nothing in the existing documents which stipulated how often and where the Board meets in a fiscal year. These details needed included. The statement was added and includes when the fiscal year begins.
• Section 2.B. – increased the number of Board members required to request a special meeting from four (4) to eight (8), and added that the request must be in writing with justification for what is so urgent that it cannot wait for a regular board meeting.
• Section 2.C. – Added language to accommodate virtual meeting attendance as well as defined when virtual attendance is not an option.
• Section 3.A. – Removed to mitigate risk since it is inadvisable for Board members to be paid as it would require they recuse themselves on essential votes, such payment is discouraged for 501c organizations by the IRS and requires proof that similar associations also pay their chair or treasurer (neither ORTA or SERO pay board members).
• No changes to B or C
• Section 3.D. – Old letter D was moved to E; new D added requiring Trustees to budget for stipends and reimbursements. (NOTE: Auditing these expenses will fall under the auspice of the Audit Committee for transparency.)
• Section 4.A. – Added a new A to define the terms of office. No other changes were made to Section 4

 Article VI – Officers

• Section 1.A. – Deleted the last sentence as it belonged in Section 3.
• Section 1.B. – Added to allow the immediate past-chair the opportunity to stay on the Board in an advisory capacity (non-voting) at the request of the current chair.
• Section 2. Old A.5. eliminated iv, vi, and vii as they are part of the budget process and do not need to be enumerated. New Section 2.A.4. added board and/or members….
• Section 2.A.4.ii – added “with input from the Executive Director”.
• Section 3.A. – Combined old 5 and 6 to more accurately describe the ex-officio duties of the chair.
• Section 3.A.4 – Changed October to February 1 (calendar alignment)
• Section 3.B.4. – Grammatical change and clarity that the vice chair’s possible chair duties are in the capacity of interim chair, not the treasurer.
• Section 3.C.1. – Changed committee name to Finance and Investments to reflect current name.
• Section 3.C.2 and 3. – Added duties to budget
  • Old C.2. becomes new C.4. and each enumeration follows suit.
• Section 3.C.10. – additional duty regarding board considerations listed.

 Article VII – Terms, Qualifications, Nominations, and Election of Executive Committee

• Article change – changed “officers” to “executive committee” to add clarity between the elected officers and the District Representatives whose terms, etc. are listed later.
• No change to Section 1
• Section 2.A. – Changed “Regular” to “Annual” to be in compliance with Article III, Section 2.A.1.
• Section 2.B.3. – Added minimum requirements for the Treasurer position.
• Section 2.B.4. – Added an ethics, non-compete clause.
• Section 2.B.5 – Added to clarify what could disqualify someone serve a subsequent term on the Board.
• Section 3.D.1. – Date changed to align with the Annual meeting.
• Section 3.D.2. – Date changed to align with the Annual meeting and to align with changes to Section 3.E.
• Section 3.D.3. – The original documents did not state that the full Board needed to approve the full ballot prior to it being sent to the membership. Changes to Section 3.D.3. eliminated the special ballot instructions for the Treasurer and added a new statement correcting the aforementioned oversight.
• Section 3.E.1 and 2. – Campaigning – added to establish who has responsibility for creating the rules around campaigning for an elected position and that candidates must sign their willingness to comply.
• Section 4.A.1. – Added the ability for the organization to use electronic voting as an option.
• Section 4.A.2. – Changed the dates; added electronic notification, and clarifies the membership classifications eligible to vote.
• Section 4.A.3. – Changed the dates.
• Section 5 – Added to be in compliance with regulatory authority.

 Article VIII – District Representatives

• Section 1.A. – Changed to allow for a maximum not a set number of Districts so a bylaws change is not required if the number of Districts drops below 11. Also, establishes who defines the Districts (the Board).
• Section 1.B. – Changed “represents” to “comprised” (grammatical change).
• Section 1.C. Allows for the concept of Dual Representatives and loosely outlines each role.
• Section 2.A thru F. – No changes.
• Section 2.G. – Changed “Annual” to “Biennial” to reflect the current frequency of these meetings, and established when these meetings should take place.
• Section 2.H. – Removed “if needed”.
• Section 2.I. – Changed “monthly” to “scheduled” and added “in person or via. video conferencing” to reflect today’s technological options.
• Section 2.J. – No changes.
• Section 3.A thru C. – No changes.
• Section 3.D. – Changed when the term of office begins.
• Section 4.A. – Changed “Regular” to “Annual” per Article III, Section 2.A.
• Section 5 – The specifics of the nominations process is being moved to the Trustee’s Handbook as it is the more appropriate location for these instructions. All new, more high-level rules have been crafted under this section. In addition, old Section 6 was combined with Section 5.
• Section 5.D.1. – Provides justification for District re-alignment which was not previously documented.

 Article IX – Duties of the Executive Director

• Section 1 – No changes
• Section 2.A and B. – No changes
• Section 2.C. – added reference to Article V, Section 1.E.2 which refers to audit requirements.
• Section 2.D and E. – No changes
• Section 2.F. – Changed “Invest” to “Manage” to accurately reflect responsibility and changed “by the Board” to “by the “Finance and Investment Committee and/or Board due to time sensitivity of the work – it cannot always wait for a Board meeting to be done.
• Section 2.G and H. – No changes
• Section 2.I. – Corrected the committee’s name.
• Section 2.J through L. – Duties added following Strategic Planning work.
• Sections 2.M and N – No changes.
• Section 2.O. – Changed “Legislative Counsel” to “contracted professional legislative lobbyist” for clarity – not to be confused with legal counsel.
• Section 2.P through R. – No changes.

Article X – Chapters

• This section was re-written since the existing documents provided no information identifying under what conditions a Chapter could be dissolved. There are references to a Chapter Charter, but this actual document is either part of the Chapter Manual or missing. Article X now includes all rules pertaining to the purpose and role of Chapters in the corporation.

 Article XI – Annual and Special Meetings of the Corporation

• The current documents include a section for Board meetings, which is redundant as it is outlined in the Board section. The section on Special meetings does not outline the possible scenarios for why a special meeting would be called, they also don’t indicate if these meetings only pertain to the Board or to the full membership. In the section on the Annual meeting, there is nothing stating when, where or the purpose of these meetings. Additionally, quorums are not defined for elections by the membership or for any business that occurs at the Annual or special meetings. All of this has been addressed in the new Article XI.
• Old Section 1 – Deleted.
• New Section 1 – Annual Meetings
• Section 1.A. – Added “centrally located” and moved the date to “April or May”.
• Section 1.B. – Added content to address what happens if an Annual meeting needs to be canceled or postponed due to unforeseen circumstances.
• Section 2.A. – Deleted “with a majority of the Board” per the Board’s request.
• Section 3.A.6 and 7 – Added to include quorums for elections and for business at the Annual meeting.

 Article XII – Standing Committees

• Sections 1 – 3 – No changes
• Section 4.A and B. – No changes
• Section 4.C.1. – Removed “between March 1 and” then inserted “no later than” March 20. Also added “in years an external audit is not conducted”.
• Section 4.C.2. – No change
• Section 4.C.3. – Added a statement regarding conducting an asset audit which is required in years prior to an external audit.
• Section 4.D and E. – Additional duties added to align with Strategic Planning work.
• Section 4.F.1. – No change but added 4.F.2 to ensure document compliance across all governing documents.
• Section 4.G.1 – No change, but 4.G.2 and 3 were eliminated and 4.G.4. became 4.G.2. New G.3 and 4. added to align with Strategic Planning work.
• Section 4.H. is now a standing committee
• Section 4.H.2 – Added to include assistance with updates and maintenance of PERI marketing materials. H.3 and 4. – Added to align with Strategic Planning work.
• Section 4.I – Changed committee name to Personnel Committee.
• Section 4.I.3. – Approvals go to the Executive committee before going to the full board.
• Section 5 (old Section 4). – There is nothing in the current documents which describes the conditions and process for appointing ad-hoc committees.
• Section 5.A. – Outlines how and under what condition ad-hoc committees can be appointed.

 Old Article XIII – Investment Policy – Deleted

• Policies belong in the Trustee Manual, not the Bylaws.

 New Article XIII – Designation of Parliamentary Authority

• Paragraph defining the designation of Parliamentary Authority was changed to be more grammatically correct and to provide greater clarity.

 Article XIV – Provision for Amending Bylaws

• In the existing documents there are two key items missing: the fact that changes to the bylaws must be presented to the full membership for a vote (usually at the Annual meeting) with each change read and the justification provided. And there is no schedule for review nor a process for making amendments – even though these should be rare.
• Article XIV addresses the aforementioned problems.