Constitution

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Constitution of the Henry County Historical Society
(Adopted April 2010)

ARTICLE I – NAME

This society, a not for profit corporation under the laws of the State of Ohio, pursuant to its Articles of Incorporation, shall be known as the Henry County Historical Society.

ARTICLE II – PURPOSES

The purposes of the Henry County Historical Society are to:

  1. Collect, preserve, exhibit artifacts and relics.
  2. Illustrate and promote the History of Henry County, Ohio.
  3. Acquire written records of Henry County, Ohio.
  4. Stimulate interest in Henry County, Ohio through publication, lectures, educational and research activities.
  5. Establish and maintain and operate facilities to accomplish the purposes of said society.

ARTICLE III – MEMBERSHIP

A. ELIGIBILITY

Any individual, business, organization or institution interested in promoting the purposes of the Society may become a member in good standing upon the receipt of dues. The Board of Trustees shall provide for different membership levels.

B. RIGHTS

Every individual member of the Society in good standing and eighteen years of age or older shall have the right to vote or hold office. The authorized representative of a business, organization or institution shall have the right to vote or hold office.

C. CHANGE OF STATUS

The Board of Trustees shall have the power to change the status of a membership of any individual, business, organization or institution at any time upon such member conducting oneself in such a manner that would be harmful to the interests of the Society. The Board of Trustees may adopt such rules, regarding notification for the change of status of any member.

ARTICLE IV – BOARD OF TRUSTEES

A. ELIGIBILITY

  1. Persons eligible to be elected as a Trustee, must be a member in good standing of the HCHS for at least 12 months and a current resident of Henry County, Ohio
  2. The election of Trustees shall be held at the annual meeting of the members of the Society.
  3. Those receiving the highest number of votes for the positions available shall be elected. In case of a tie, there will be a coin toss by the president with the member whose last name is earliest in the alphabet calling it.

B. AUTHORITY

  1. To control and manage the business, property and affairs of the Society.
  2. To control all funds of the Society.
  3. To publish the annual report
  4. New projects exceeding $20,000 in value shall be brought to the membership for approval.

C. NUMBER AND TERM

  1. The number of Trustees shall not exceed twelve (12) nor be less than nine (9) and shall be elected for a term of three (3) years.
  2. Terms shall alternate so that four (4) Trustees are elected each year.
  3. A Trustee may not serve for more than two (2) consecutive elected terms, but can run for Trustee again after one year of not serving on the Board.

D. VACANCY

  1. The Board of Trustees shall fill any vacancy by appointing a successor to serve the un-expired term. (See bylaws IV D Vacancy)

ARTICLE V – OFFICERS

A. ELECTION OF OFFICERS

  1. By the Board of Trustees at the first meeting following the annual meeting.
  2. Shall be for an initial one (l) year term.

B. DUTIES

1. PRESIDENT

  1. Shall preside at all Board of Trustee meetings.
  2. Shall perform all the duties incident to the office.
  3. Shall sign all records, all written contracts and obligations of the Society
  4. Shall be the primary co-signer on financial transactions

2. VICE PRESIDENT

  1. Shall perform all of the duties of the President in case of absence or disability.
  2. Shall be the Nominating Committee Chairperson for Trustee candidates only.

3. SECRETARY

  1. Shall keep an accurate record of all minutes and proceedings of the members of the Society and the Board of Trustees.
  2. Shall be responsible for the giving of all notices required by law.
  3. Shall give all notices that may be provided by this Constitution and duly adopted by-laws.
  4. Shall sign all of the minutes of the annual meeting and Trustees meetings.
  5. Shall display a record of dues received and date received, at the annual meeting.
  6. Shall keep a record of annual Trustee election vote count by individual.

4. TREASURER

  1. Shall receive, disperse and have charge of all monies belonging to the Society and keep an accurate account of such.
  2. Shall deposit all funds in the name of the Society at such financial institutions as may be designated by the Board of Trustees.
  3. Shall sign all checks and drafts for the withdrawal of such funds and shall have a co-signer for amounts greater than $2500 dollars.
  4. Shall present an account of the financial standing of the Society at the annual meeting, at the Board of Trustee meetings and at other times as the Board may require.
  5. Shall be bonded.

ARTICLE VI – MEETINGS

A. ANNUAL

An annual meeting of the members of the Society shall be held during the month of April on a date and at a place in Henry County fixed by the Board of Trustees.

B. BOARD OF TRUSTEES

Shall meet at least six (6) times a year at such dates and places in Henry County, as the Board shall determine.

C. NOTICE

The Secretary for the Society shall mail a notice of the annual meeting or any special meeting to all members of the Society at least ten (10) days prior to the date of such meeting.

ARTICLE VII – COMMITTEES

A. EXECUTIVE

  1. Shall consist of the President, Vice President, Secretary and Treasurer.
  2. Shall adhere to all local, state and federal regulations and laws.

B. STANDING

As stated in the by-laws.

ARTICLEV VIII – PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with this Constitution or By-laws and any special rules of order the Society may adopt

ARTICLE IX – FINANCIAL AFFAIRS

A. FISCAL YEAR

The fiscal year of the Society shall be from May 1 to April 30 of each year.

B. TAX EXEMPT STATUS

The Henry County Historical Society is designated as a 501 (c)(3) charitable organization of the Federal Internal Revenue Code and is eligible to receive tax-deductible contributions.

ARTICLE X – AMENDING THE CONSTITUTION

This Constitution may be amended at the annual meeting of the members of the Society by a 2/3 (two thirds) vote of those present and voting with 30 days notice.

ARTICLE XI – CLOSING FACILITIES

Henry County Historical Society facilities can only be closed by a 2/3 (two thirds) vote by the Board of Trustees AND a 2/3 majority vote of the membership at the annual meeting.

ARTICLE XII – DISSOLUTION OF THE SOCIETY

In the event that this Society should at any time dissolve, the Board of Trustees, then existing, shall determine the disposition of all of the property of the Society, which is not otherwise determined by deed or other contract