WAYNE COUNTY HISTORICAL SOCIETY OF OHIO CONSTITUTION

Article I

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, 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.

Article II

Purpose

As provided in the Article 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 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 qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue
code, or any corresponding sections of any future 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.

Article III

Membership

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.

Article IV

Membership Meetings

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.

Article V

Board of Trustees

Section 1: The government of the Society shall be vested in a Board of Trustees, maximum of
seventeen (17) in number and a minimum of (14) in number, of whom four (4) are the elected
officers. The Society shall elect a maximum of four (4) trustees or a minimum of (3) 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 Trustees 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
unexpired term and then is elected by the membership at the annual meeting to fill that unexpired 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 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 ten (10) 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.

Article VI

Officers

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
1the next annual meeting, when the vacancy for the remainder of that term shall be filled by one
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 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:

keep proper accounts;
have responsibility for supervision of the operating funds;
have oversight of the endowment funds and securities;
keep full and accurate records of receipts and disbursements of funds;
deposit funds and other assets in the name of and to the credit of the Society in
depositories designated by the Board;
pay all bills as properly presented;
ensure that all checks have the signatures of any two of four officers (president,
president-elect, treasurer & secretary);
serve on the Finance Committee;
give the Board a monthly account of transactions and the financial condition of the
Society;
give an annual report at the annual meeting;
perform other duties established by this constitution or required by the Board.

Section 13: The checks will contain signatures from two of the four officers (President,
President-Elect, Secretary, and Treasurer).

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.

Article VII

Standing Committees

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:

be responsible for the recruitment and retention of members of the Society;
establish classes, fees, and benefits of membership to recommend to the Board for
approval;
plan the annual Membership Campaign and design the membership brochure;
upon receipt of the annual membership forms, compile a list of potential volunteers to be
kept in the office for use by the committees;
prepare the annual income and expenses projected by the Membership Committee for the
Finance Committee.

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:

be responsible for the safety, maintenance, repair, and upkeep of all buildings, plantings,
and grounds of the Society;
prepare a preventative maintenance plan;
budget funds allocated to it by the Board and submit the budget to the Board for
approval;
Using funds designated to it by the Board, it shall purchase materials and order both
normal and emergency repairs;
In an extreme emergency, the committee shall inform the president of the emergency and
shall take immediate action necessary to protect the property of the Society that may
require the expenditure of off-budget funds;
prepare the annual income and expenses projected by the Building and Grounds
Committee for the Finance Committee.

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:

plan, schedule, and form committees for special exhibits for the year with the approval of
the Board;
assist the special exhibit committees;
select the locations, times and programs for the annual meeting and the other quarterly
meetings of the Society;
prepare the annual income and expenses projected by the Program and Special Events
Committee for the Finance Committee;
may plan additional special events and programs to benefit the Society and the
community.

Section 5: Finance

The chair of the Finance 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:

prepare an annual budget to be presented to the Board for approval at its first meeting of
the calendar year;
solicit standing committee chairs for input into the annual budget;
monitor the income, expenses, and various funds of the Society and have oversight of its
investments and the Endowment Fund;
develop a fundraising plan and assist in soliciting sponsors for programs, exhibits,
meetings, and special events of the Society.

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:

develop an annual fundraising plan that will be given to the Finance Committee as they
develop their annual financial plan for the Society;
determine one large fundraising annual event upon approval by the Board with proceeds
going to the Operating Fund of the Society. The committee will then select a Chair of this
large fundraising event and help the Chair to appoint potential committee members
coming from the Board, the membership, and community representatives;
compile the dates for all the upcoming fundraising events of the Society prior to
September of the previous year and make this date available for the Community Calendar
compiled by the Wayne County Visitors and Convention Bureau and for the WCHS web
page;
be available for advice, if asked, concerning other fundraisers planned by the Society;
prepare the annual income and expenses projected by the Fundraising Committee for the
Finance Committee.

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:

select a slate of candidates as potential board members to present to the Board for
approval and then to the Society members for election during the annual meeting;
present a replacement candidate to the Board for approval when a trustee or officer
vacancy occurs between annual elections which is then voted on by the membership at
the next quarterly meeting.

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:

be governed by the principles established in the policy document “collections
Management Policy of the Wayne County Historical Society”;
determine acquisition of any item in accordance with the Collections Management
Policy;
acquire signed releases for accepted property;
oversee input of data into the record catalogue of all property accepted;
prepare written verification of individual gifts or items to be sent to the donor(s);
determine de-acquisition of any item in accordance with the Collections Management
Policy;
recommend to the Board repair of any item in the permanent collection with input from
the appropriate exhibit category coordinators;
recommend to the Board to purchase any item from the Ethel Parker Acquisitions Fund
with input from the appropriate exhibit category coordinators;
prepare the annual income and expenses projected by the Acquisitions and Permanent
Exhibits Committee for the Finance Committee;
work with the Education and Visitors Services Committee to determine written, verbal,
and visual content in order to better describe the permanent exhibits to visitors;
supervise the permanent exhibits in cooperation with each exhibit category coordinator
and, with all of the exhibit coordinators, recommend changes of locations, additions, and
deletions of the permanent exhibit areas to the Board;
each permanent exhibit, when possible, shall be changed on an annual basis.

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:

establish relationships with the various news media and the Visitors and Convention
Bureau;
prepare a calendar and publicize the Society events by submitting articles and pictures to
the news media and the WCHS web page;
maintain and update the WCHS website;
be responsible for the publication of the Society’s newsletter;
assist in getting newsletter sponsors;
approve all marketing materials on behalf of the Society;
prepare the annual income and expenses projected by the Public Relations and Marketing
Committee for the Finance Committee.

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:

recruit and train volunteers to serve as tour guides for the Society;
update the Volunteers’ Handbook;
coordinate the scheduling of tours, guides, and hosts;
develop a pool of volunteers to present educational programs both on and off campus;
work with the Acquisitions and Permanent Exhibits Committee to determine written,
verbal, and visual content to be better describe the permanent exhibits to visitors;
prepare the annual income and expenses projected by the Education and Visitor Service
Committee for the Finance Committee.

Article VIII

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 the 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:

Approximate duration that the committee is expected to serve;
Identify the pool of individuals from which committee members are to be drawn;
Whether committee members will be assigned by the Board or whether those members
will be recruited by the committee itself;
Requirement that monthly reports be submitted to the Board from the chair of the
committee or designee, oral or written at the option of the Board;
Requirement that a Board member be assigned as a Board representative on the
committee;
Description of the action(s) to be studied, investigated, or recommended by the
committee.

Article IX

Executive Committee

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 situation 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.

Article X

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 fund 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.

Article XI

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 do not conflict
with this constitution and any special rules of order the Society may adopt.

Article XII

Amendments

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 taking.

Adopted April 23, 2014

Amended at a Quarterly Meeting on July 14, 2019

Amended at a Quarterly Meeting on April 25, 2025

Amended at a Quarterly Meeting on July 31, 2025

Wayne County Historical Society Of Ohio

Constitution

WAYNE COUNTY HISTORICAL SOCIETY OF OHIO CONSTITUTION