Constitution of the Henry County Historical Society

ARTICLE I – NAME

This Society, which is a corporation not for profit 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 collect, preserve, hold, exhibit, interpret and demonstrate relics and artifacts and all historical sites that will serve to illustrate and promote the history of Henry County, and Ohio.   And to collect and acquire books, manuscripts, maps, documents, and records appertaining thereto.

To disseminate knowledge and stimulate interest in the history of Henry County and Ohio through the exhibition, interpretation and demonstration of the foregoing and through publications, lectures and other educational activities and research services.

To cooperate with area schools, colleges, other historical societies, governmental agencies, firms, individuals and other organizations in the fulfillment and promotion of any one or more of the above objectives.

To establish, maintain and operate a museum and/or library to fulfill any of the foregoing objectives and purposes.

To explore, examine, improve, preserve and exhibit any historical site or monument of educational, scientific or memorial purpose.

To collect and preserve materials of any type or nature that may be utilized for the fulfillment of any of the foregoing objectives and purposes or in the advancement of knowledge of Henry County and Ohio.

ARTICLE III - MEMBERSHIP

A. ELIGIBILITY

Any individual, family, business, organization or institution interested in promoting the purposes of the Society may become a member upon payment of the dues. The Board of Trustees shall determine the terms and conditions, and may provide for different classes for membership.

B. RIGHTS

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

C. TERMINATION

The Board of Trustees shall have the power to terminate the membership of any individual, family, business, organization or institution at any time upon such member conducting itself in such a manner that would be harmful to the interests of the Society. The Board of Trustees may adopt such rules and regulations, as it may deem necessary for the termination of any member.

ARTICLE IV - BOARD OF TRUSTEES

A. ELECTION AND ELGIBILITY

The election of Trustees shall be held at the annual meeting of the members of the Society or at a special meeting called for that purpose. A majority of all the votes cast shall be necessary for the election of Trustees. All Trustees must be members of the Henry County Historical Society and be residents of Henry County, Ohio. It shall be the policy of the Society at all elections of trustees to select qualified, interested, and active persons from the several townships and municipalities of Henry County, Ohio.

B. AUTHORITY

The Board of Trustees shall have the control and management of the business, property and affairs of the Society.   They shall also have control of all funds of the Society to run any incidental business of the membership with the specific function of promoting the purposes of the Henry County Historical Society.    The Trustees may adopt by-laws governing the use of all the property of the Society.  

C. NUMBER AND TERM

The number of Trustees shall not exceed twelve (12) nor be less than nine (9) and they shall be elected for a term of three years or until their successors are elected and qualified. The terms of the Trustees shall alternate as to the date of commencement so as to provide for the election of four (4) trustees each year.

D. ABSENCES

If any Trustee shall fail to attend three (3) regular meetingsof the Board of Trustees without submitting an adequate explanation to the Board, such Trustee is deemed to have resigned and the vacancy shall be filled.

E. VACANCY

The Board of Trustees shall fill the vacancy by appointing a successor to serve for the un-expired term until the next annual meeting of the members of the Society, at which time the vacancy shall be filled by election for the un-expired term.

ARTICLE V - OFFICERS

A. ELECTION

Officers shall include President, Vice President, Secretary and Treasurer; all of who shall be elected for a term of one year and shall serve until their successors are elected.   Candidates for these offices shall be chosen through the Nominating Committee and election will take place at the first (1 st) regular meeting of the Board of Trustees following the annual meeting of the members of the Society.

B. DUTIES

1. PRESIDENT
   The President shall preside at all meetings of the members of the Society and the Board of Trustees, sign all of the records of said corporation, and all written contracts and obligations. The President shall perform all of the duties incident to the office. The President shall serve as an ex-officio member of all committees except the Nominating Committee.
2. VICE PRESIDENT
   The Vice-President shall perform all of the duties of the President in case of the absence or disability and be the Nominating Committee Chairperson.
3. SECRETARY
   The Secretary shall keep an accurate record of all minutes and proceedings of the members of the Society and the Board of Trustees and generally perform such duties as may be required by the Board. The Secretary shall be responsible for the giving of all notices required by law and all notices that may be provided by this Constitution or any duly adopted by-laws, shall sign all of the minutes of the members of the Society and the Board of Trustees meetings.
4. TREASURER
   The Treasurer shall receive and have charge of all monies and securities belonging to the Henry County Historical Society (the Society) and shall disperse or otherwise use the same as shall be ordered by the Board of Trustees. It shall be their duty to keep an accurate account of all monies received and dispersed.   The Treasurer shall deposit all funds in the name of the Society at such financial institutions as may be designated by the Board of Trustees and shall sign all checks and drafts for the withdrawal of such funds. He shall render an account of the financial standing of the Society at the annual meeting of its members, at the regular meetings of the Board of Trustees and at such other times as the Board may require.

ARTICLE VI - MEETINGS

1. REGULAR
   The Board of Trustees shall meet at leastfour times a year at such datesand places in Henry County as the Board shall determine.
2. 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.
3. SPECIAL
   Special meetings of the Society may be held at the call of the President or at the written request of any five (5) Trustees.
4. NOTICE
   The Secretary for the Society shall mail a notice of the annual or any special meeting to all voting members of the Society at least ten (10) days prior to the date of such meeting.   Such notice shall state the time and place, and in the case of a special meeting, the objects thereof, by mailing the same by ordinary United States mail to the last known address of the member.
5. QUORUM
   A majority of the Board of Trustees presently serving (not including any vacancies), shall constitute a quorum for the transaction of business.

ARTICLE VII – COMMITTEES

1. EXECUTIVE COMMITTEE
   The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer.   It shall have the power to act for the Society within the limitations of the Constitution and the Bylaws.
2. STANDING COMMITTEES
   The standing committees shall consist of Building and Grounds, Education, Finance, Fund-Raising, Governing, Nominating, Planning, Preservation and Public Relations.   The President, with approval of the Board shall appoint the chairperson.   An officer or board member shall be the chairperson of each committee, unless waived by the Board of Trustees.
3. SPECIAL COMMITTEES
   The President may appoint special committees as the need arises.

ARTICLE 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

1. FISCAL YEAR
   The fiscal year of the Society shall be from May 1 to April 30 of each year.
2. DEBTS
   Debts other than for ordinary operating expenses shall not be contracted nor any financial obligations assumed therefore on behalf of the Society except upon the authorization of the Board of Trustees or Executive Committee.
3. 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 OF THE CONSTITUTION

This Constitution may be amended at the annual meeting of the members of the Society by a majority vote of those present and voting.   Any proposed amendment shall be mailed to all of the members of the Society at least thirty (30) days before the date of the annual meeting at which they are to be considered.

ARTICLE XI – 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 the deed or other contract. In making any disposition of such property, the Board shall give preference to any other Historical Society that it deems appropriate for the receipt of such property.

AMENDMENTS ADOPTED:

Article IX, Sec. 1. Fiscal Year--April, 1983
Article IV, April 27, 1984, Section 4, election of officers
Article V, April 27, 1984, Section 5, authority
Article VI, April 27, 1984, Section 1, election
Article VIII, April 27, 1984, Section 2, auxiliaries
Article XII, April 27, 1984, Tax exempt status
Adopted: 1970
Revised: April, 1982
Amendments added: 1983, 1984
Revised: April, 1987
Revised: April, 2004