WAYNE COUNTY HISTORICAL SOCIETY OF OHIO CONSTITUTION
Name and Location
This society, a not-for-profit corporation organized under the laws of the State of Ohio and a 501(c)(3) non-profit organization under the laws of the United States of America pursuant to its Articles of Incorporation, shall be known as the Wayne County Historical Society of Ohio, hereinafter referred to as the “Society.” It shall have its offices at 546 East Bowman Street, Wooster, Ohio 44691, where its principal business shall be conducted.
As provided in the Articles of Incorporation of the Society, the Society is organized exclusively for charitable and educational purposes. Specifically, but not by way of limitation, it shall be the purpose and object of the Society to do all within its power to discover and collect available historical material connected with or associated with Wayne County, Ohio; to provide for the collection, preservation, and display of historical relics, papers, books, records, museum materials, old church records, private papers, monographs, letters and other things of historic interest; to acquire, hold, own, operate and manage any property, real or personal, necessary or desirable for the purposes herein expressed; to provide for the marking and preservation of historical sites and buildings; to carry on all activities appropriate for a historical society and for cultural advancement in Wayne County, Ohio; and to make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or any corresponding sections of any future federal tax code. Consistent with the foregoing purposes, this Society shall also comply with all legal requirements to allow the Society to accept funds, as a county historical society, from the Wayne County Board of County Commissioners as provided in the Ohio Revised Code Section 307.23 or any successor provisions.
Section 1: Any person, corporation, partnership, business, institution, or other organization interested in promoting the purposes of the Society may become a member. Each member shall have one vote.
Section 2: The Board of Trustees upon recommendation of the Membership Committee shall establish classes, fees, and benefits of membership.
Section 3: The membership year shall be a calendar year.
Section 1: The annual meeting shall be held each April. Reports by officers and committee chairpersons shall be given at this meeting.
Section 2: Other membership meetings of the Society shall be held in July, October and January (contingent upon weather).
Section 3: Notice of any membership meeting shall be given at least two weeks prior to the date of the meeting.
Section 4: Special membership meetings may be called at any time by the president, by order of the Board of Trustees, or by written request (given to the secretary) of not less than 10% of the membership as of the date of the previous annual meeting. The purpose of any special meeting shall be stated in the notice of said meeting. The quorum for a special meeting called by the membership shall be a majority of the membership of the Society as of the previous annual meeting.
Section 5: The members present shall constitute a quorum for all quarterly meetings of the membership and for special meetings called by the president or the Board.
Board of Trustees
Section 1: The government of the Society shall be vested in a Board of Trustees, seventeen (17) in number, of whom four (4) are the elected officers. The Society shall elect four (4) trustees each year at the annual meeting for a term of three years. The remaining trustee shall be the Immediate Past President of the Society. The Immediate Past President shall not have a vote at the Board of Trustee meetings and the Immediate Past President shall not have attendance requirements. All members of the Board of Trustees, hereinafter referred to as the “Board,” shall maintain membership in the Society.
Section 2: If a member of the Board vacates his or her position for any reason or has accumulated six (6) unexcused absences in one (1) year of Board meetings, the Board shall appoint a replacement who shall serve until the next annual meeting when the vacancy for the remainder of that term shall be filled by the vote of the membership.
Section 3: Once elected, trustees, who are not officers, may serve a maximum of two consecutive terms, six (6) years, before leaving the Board. A trustee who has been appointed to serve an un-expired term and then is elected by the membership at the annual meeting to fill that un-expired term may still serve two terms in his or her own name after completing the term to which he or she had been originally appointed. After one (1) year’s absence from the Board, a former trustee shall be eligible to be nominated to the Board.
Section 4: A trustee who has served the maximum six (6) years on the Board shall be eligible to be nominated to be an officer of the Board without a one (1) year’s absence from the Board.
Section 5: Upon election at the annual meeting, trustees shall immediately assume their duties. The Board shall govern the property and affairs of the Society subject to the provisions contained in the Ohio Revised Code and this constitution and shall manage the public and private funds of the Society. It may adopt rules and regulations consistent with this constitution; enforce rules governing the property and privileges of the Society; and appoint committees as established by this constitution. The Board shall have the power to terminate any officer or trustee for malfeasance or misfeasance.
Section 6: The Board may hire staff members as needed.
Section 7: The Board shall meet at such time of day and place as it determines. It shall meet once a month for a minimum of eleven (11) months each calendar year. Special meetings of the Board may be called by the president or upon written request of five (5) trustees. The purpose of any special meeting shall be stated in the notice of said meeting.
Section 8: Notice of the date, time, and place of any meeting of the Board shall be given to each member at least seven (7) days prior to the meeting.
Section 9: A majority of members of the Board shall constitute a quorum.
Section 1: The officers shall be a president, president-elect, secretary, and treasurer. Officers of the Society shall be elected at an annual meeting and shall immediately assume their duties.
Section 2: The president and president-elect shall be elected in even-numbered years, each to serve one term of two years. The president-elect succeeds the current president at the end of that person’s term. A former president shall be eligible to be nominated to the Board after one (1) year’s absence from the Board.
Section 3: If the president vacates his or her office for any reason, the president-elect shall immediately assume office. The Board shall then appoint a president-elect, who shall serve until the next annual meeting, when the vacancy for the remainder of that term shall be filled by the vote of the membership.
Section 4: The president shall have executive supervision over the activities of the Society within the scope of this constitution; shall preside at all meetings of the Society, the Board, and the Executive Committee; shall be a member of the Finance Committee; and shall be ex-officio a member of all other standing committees and special committees, except the Nominating Committee.
Section 5: The president shall acknowledge in writing all gifts or other assets given by donors.
Section 6: If the president-elect vacates his or her office before the end of his or her term, the Board shall appoint a replacement who shall serve until the next annual meeting when the vacancy for that office shall be filled by vote of the membership for the remainder of that term.
Section 7: The president-elect shall perform the duties of the president in his or her absence or disability; shall serve as chair of the Program and Special Exhibits Committee; shall serve on the Finance Committee; and shall assume any duties assigned by the president.
Section 8: The secretary and the treasurer shall be elected in odd-numbered years to serve two-year terms. Once elected, or appointed and then elected to fill un-expired terms, the secretary and the treasurer may serve an indefinite number of terms before leaving office.
Section 9: A secretary or a treasurer who has served at least one (1) two-year term shall be eligible to be nominated to the Board without a one (1) year’s absence from the Board.
Section 10: If the secretary or the treasurer vacates his or her office before the end of his or her term, the Board shall appoint a replacement who shall serve until the next annual meeting when the vacancy for that office shall be filled by vote of the membership for the remainder of that term.
Section 11: The secretary shall keep accurate records of the proceedings of the Society, the Board, and the Executive Committee; shall assemble and present to the trustees, prior to their meetings, all documents necessary for conducting business; and shall be the statutory agent for the Society.
Section 12: The treasurer or a representative designated by the Board shall:
Section 13: The checks will contain signatures from two of the four officers (President, President-Elect, Secretary and Past President).
Section 14: The treasurer, or a representative designated by the Board, shall be bonded, the premium for such bond to be paid by the Society.
Section 15: The Board may, in its sole discretion, appoint by resolution duly enacted and recorded in the minutes an assistant treasurer to act with all the powers of the treasurer in the treasurer’s absence or disability.
Section 16: The Board shall appoint one of its elected trustees to the Inter-Society Liaison Committee.
Section 1: The nine (9) standing committees shall be Membership; Buildings and Grounds; Programs and Special Exhibits; Finance; Fundraising; Nominating; Acquisitions and Permanent Exhibits; Public Relations and Marketing; and Education and Visitor Services. All committee members shall be appointed for two-year terms immediately following the annual meeting. The president shall appoint the chair or co-chairs with the approval of the Board. With the exception of the Nominating Committee, other committee members may be appointed by the president or by the chair of the committee. The committees may have both Board and non-Board members. In order to maintain communication with the Board, each committee chair shall prepare a written annual report for the president and submit monthly reports, either written or oral, to the Board. The members present at a committee meeting shall constitute a quorum.
Section 2: Membership The chair of the Membership Committee shall be an elected trustee. The number on the committee shall be a minimum of two (2), including the chair. The committee shall:
Section 3: Buildings and Grounds The chair of the Building and Grounds Committee may or may not be an elected trustee. The number on the committee shall be a minimum of three (3), including the chair. At least one member of the committee shall be a member of the Board. The committee shall:
Section 4: Programs and Special Exhibits The chair of the Program and Special Exhibits Committee shall be the president-elect. The number on the committee shall be a minimum of three (3), including the chair. The committee shall:
Section 5: Finance The chair of the Finance and Fund-raising Committee shall be an elected trustee. The number on the committee shall be a minimum of five (5), including the chair. The president, president-elect, and treasurer shall be members of the committee. The fiscal year shall be the calendar year. The committee shall:
Section 6: Fundraising: The chair of the Fundraising Committee shall be an elected trustee. The number on the committee shall be a minimum of three (3), including the chair. The committee shall:
Section 7: Nominating The chair of the Nominating Committee shall be an elected trustee appointed by the President. The number on the committee shall be three (3), including the chair. The president shall appoint a past president as the second member to the committee. Society members shall elect the third member at their annual meeting. The committee shall:
Section 8: Acquisitions and Permanent Exhibits The chair of the Acquisitions and Permanent Exhibits Committee may or may not be an elected trustee. The number on the committee shall be a minimum of three (3), including the chair. The committee shall:
Section 9: Public Relations and Marketing The chair of the Public Relations and Marketing Committee shall be an elected trustee. The number on the committee shall be a minimum of three (3), including the chair. The committee shall:
Section 10: Education and Visitor Services The chair of the Education and Visitor Services Committee shall be an elected trustee. The number on the committee shall be a minimum of three (3), including the chair. The committee shall:
Special Committees The Board may establish such other committees (“special committees” or “ad hoc committees”), as it deems advisable to conduct the business of the Society. The Board shall have the right to terminate any special committee for any reason or for no reason, and without prior notice to that committee. Special committees shall not have ability to contractually bind the Society, expend or solicit funds on behalf of the Society except as specifically authorized, in advance, by the Board in writing. The Board motion forming any special committee shall describe the charge to the committee including but not limited to the following:
Section 1: The members of the Executive Committee shall be the president, president-elect, secretary, treasurer, and immediate past president. A quorum shall be a majority of the members.
Section 2: The committee shall make decisions in emergency situations when it is not feasible to convene the entire Board. It shall be empowered to implement the policy decisions of the Board and make day-to-day management decisions when full Board participation is impractical or inefficient. It shall report its actions and decisions to the Board at each Board meeting.
Section 3: The committee shall recruit, interview, and select prospective staff members to recommend to the Board for approval.
Funds and Acquisitions
Section 1: The Society shall maintain an Endowment Fund. The principal of the Endowment Fund shall be left in perpetuity and not invaded or encumbered. Unless otherwise designated by the donor, the Endowment Fund shall include all Life Membership fees; any other donations, gifts, or grants designated by the donor for the Endowment Fund; and funds specifically solicited by the Society for the Endowment Fund. Endowment Fund income may be used for operating and other expenses of the Society.
Section 2: Other membership fees, income from the Endowment Fund, and income from other sources, except as designated, may be used for general operating expenses, capital improvements, repairs, acquisitions, and contributions to the Endowment Fund.
Section 3: The Finance Committee shall draft an investment policy statement and submit it to the Board for approval. All Society investments, including but not limited to funds which are restricted, temporarily restricted, permanently restricted, or considered endowment, shall be invested in accordance with said investment policy statement.
Section 4: The Finance Committee may apply annually for public funds from the Wayne County Commissioners before July 1 of each year. The Board may also apply to such other governments, foundations, or private agencies for funds as the trustees may determine are available and needed. All applications for funding shall be approved by the Board.
Section 5: The Board may determine whether a proposed capital improvement project shall require sealed bids.
Section 6: Committees shall submit their requirements for funds to the Finance Committee in November of each year for consideration for the succeeding year’s operating budget.
Section 7: Gifts of any nature shall be accepted and displayed in accordance with this constitution and the Collections Management Policy of the Society.
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 do not conflict with this constitution and any special rules of order the Society may adopt.
This constitution may be amended, supplemented, or repealed and replaced at the annual membership meeting, any regular membership meeting, or any special membership meeting called for that purpose by a majority of members present and voting. The membership shall be notified at least two weeks prior to any meeting in which any action to change the constitution is to be taken.