1. The BoD exercises the powers of the OAA, its business, affairs, and its property, except as otherwise provided by the law of Ohio, the Articles of Incorporation, or these Bylaws.
2. The BoD assigns and prescribes duties to the various officers.
3. By resolution, the BoD establishes the fiscal year.
4. The BoD calls membership meetings in addition to those meetings already provided for by these Bylaws.
5. The BoD votes annually on whether a review of the OAA books will be performed, who performs that review, and what years will be reviewed.
6. The BoD determines the amount of money to be expended for all membership meetings (business or social) and controls and manages the financial resources and business activities.  Such management must be in harmony and with the will and pleasure of the membership.
7. The Long-Range Planning Committee (LRPC) is under the Executive Committee and consists of the President, Vice President, Treasurer, and Immediate Past President. The LRPC annually updates the BoD.  The LRPC maintains an updated five (5) year Long Range Plan.

3.2       Numbers and Qualifications.

1. The BoD has ten (10) Directors.
2. The BoD will have six (6) elected members in addition to the Executive Committee which includes the President, Vice-President, Treasurer, and Immediate Past President.
3. The Immediate Past President serves the BoD for one (1) year following their presidency as an ex-officio member.
4. The LRPC has four (4) members consisting of:  President, Vice President, Treasurer, and Immediate Past President.

3.3          Compensation and Expenses.

1. Directors and Officers do not receive compensation for services to the OAA.
2. A Director may serve as an officer or in any other capacity, and may receive compensation, (if any is provided for that office).
3. Directors may be reimbursed for their reasonable expenses incurred in the performance of their duties, including the expense of traveling to and from meetings, if such reimbursement is authorized by a majority of the BoD.

3.4       Election of Directors and Term of Office.

1. The Nominating Committee, with approval of the BoD, nominates a slate of candidates for the positions with expiring terms.
2. Terms will be staggered so that two (2) new Directors will be elected each year.
3. Any member eligible as defined in the Membership section and is in good standing desiring to serve as a Director shall make their intention known to the BoD no later than ninety (90) days prior to the Annual Election.
4. The Directors elected shall serve no more than two consecutive three-year terms, which terms shall be staggered so that two (2) new Directors shall be elected each year. The number of Directors to be elected in any given year shall be determined by the number of Director’s expiring in that year. The Directors shall be elected by the members at a regular meeting or at any special meeting called by the BoD. 
5. The nominee receiving the highest number of votes cast in the election shall be elected.
6. The Directors must be, at all times, an OAA member in good standing.
7. There are to be no floor nominations for the Directors.

3.5          Attendance, Resignation, Termination and Vacancy

1. Officers and Directors must attend A MINIMUM 50% of the board meetings. 
2. Any Officer or Director may resign by giving written notice to the President or the Executive Director.  Such resignation takes effect at the time specified therein.  Unless otherwise specified therein, the acceptance of a resignation is not necessary to make it effective.
3. If the Officer or Director fails to attend 50% of the Board Meetings without substantial reason, as deemed appropriate by the BoD, the Director will be deemed to have resigned/terminated their position on the BoD and their position declared vacant.
4. When a vacancy occurs through death, resignation, incompetency, removal, an increase in the number of Directorships, or otherwise, such vacancy or vacancies may be filled by a vote of the remaining BoD in office.

1. 1. No such appointment becomes effective until the person so appointed agrees in writing to be bound these Bylaws; and
   2. One or more of the existing BoD acknowledges an instrument bearing the acceptance of the appointee
   3. The BoD may consider geographical representation when filling any such vacancy.