ARTICLE 1 - CORPORATION
Section 1 - Name
The name of the Corporation shall be WACO Historical Society, Inc. (hereafter referred to as the Society).
Section 2 - Principal Office
The principal office or place of business is to be located in the City of Troy, Miami County, Ohio.
Section 3 - Purpose
The purpose for which the Society is formed is exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code). (This reference and all future references herein to any Section of the Code shall be deemed to include all regulations promulgated there under and any corresponding provision of any future United States Internal Revenue law and the regulations there under). The purpose is further limited to the purposes permitted by Chapter 1702 of the Ohio Revised Code and Section 501(c)(3) of the Code. To the extent not inconsistent with the foregoing, the Society's purposes shall include, but not be limited to, the following: fulfilling any purposes permitted by Chapter 1702 of the Ohio Revised Code as may be deemed appropriate by the Trustees of the Society, and to exercise any powers or rights now or hereafter conferred on nonprofit corporations under the laws of the State of Ohio which are in furtherance of the educational, charitable, and scientific purpose for which the Society is formed.
Section 4 - Non-Discrimination
There shall be no discrimination between males and females in applying the provisions of this Code of Regulations. The Society shall not in its policies, activities or operations discriminate in violation of any state or federal law on account of a person’s sex, race, color, creed, national origin, age, physical handicaps, or marital status.
Section 5 - Powers
The Society shall have such powers as are now or may hereafter be granted under the Non-Profit Corporation Law of the State of Ohio, or powers as are now or may hereafter be permitted by a non-profit corporation qualifying under Section 501(c)(3) of the Code, and such powers are conducted for the purposes set forth in the Articles of Incorporation and herein. The Society is not and shall not be a private Society as defined in Section 509(a) of the Code.
ARTICLE II -BOARD OF TRUSTEES
Section 1 - Powers
The policies, property, activities, and affairs of the Society shall be determined, managed, and controlled by the Board of Trustees or by such person or persons as the Board may designate.
Section 2 - Number
The number of Trustees shall be fifteen (15), or such other number not more than seventeen (17) as may be fixed from time to time by a majority of the then existing number of Trustees.
Section 3 - Election of Trustees
The Board of Trustees shall consist of fifteen (15) members that shall be elected by a majority of the voting members of the Society. The election of the fifteen (15) Trustees shall take place at an annual meeting of the members, but when the annual meeting is not held or Trustees are not elected thereat, they may be elected at a special meeting called and held for that purpose. In addition, if deemed necessary by the said fifteen (15) member Board of Trustees, two (2) other individuals may be appointed to the Board of Trustees by a majority vote of the fifteen (15) elected members of the Board of Trustees.
Section 4 - Term
At the first annual membership meeting, two (2) Trustees shall be elected for a three (3) year term, two (2) Trustees shall be elected for a two (2) year term, and the remaining Trustee for a one (1) year term. Thereafter, each elected Trustees shall hold office for three (3) years, or until either his/her successor is elected and qualified or his/her earlier resignation, removal from office, or death. Nothing in these By-laws shall prevent any individual voting member from serving additional successive trims on the Board of Trustees. Each appointed Trustee shall hold office for a one (1) year term, or until his/her earlier resignation, removal from office, or death. Trustees term of office shall commence beginning at the first meeting following their election by the membership or appointment.
Section 5 – Voting
Each Trustee of the WACO Historical Society shall be entitled to one (1) vote, in person or by proxy on matters laid before the Board for consideration. Proxies may be given to any other Trustee who may be present at the meeting. Proxies may specify a particular vote on a particular matter but may not be counted in the establishment of a quorum for the conduct of general business of the Board.
Section 6 - Vacancies
Additional or substitute Trustees may be elected to fill a vacancy by a majority vote of the Trustees in office at a meeting of the Trustees held for such purpose. The President of the Society shall present a list of candidates to the Board for their consideration in making such appointments.
Section 7 - Advisory Committees
The Trustees may appoint from their number, or from among such persons as they may see fit, one or more advisory committees, and at any time may appoint additional members thereto. The members of any such committee shall serve at the pleasure of the Trustees. Such advisory committees shall advise with and aid the Trustees and Officers of the Society in all matters designated by the Trustees. The members of any advisory committee shall not receive any stated salary for their services as such, but by resolution of the Board of Trustees, fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such committee. The Board of Trustees shall have the power in its discretion to contract for and to pay to any member of an advisory committee, rendering unusual or exceptional services to the Society, special compensation appropriate to the value of such services.
Section 8 - Executive Committee
The Board of Trustees may appoint an Executive Committee of Trustees and may delegate to such committee any of the powers and authority to act for the Society, as the Board of Trustees deems proper. The Executive Committee shall serve at the pleasure of the Board of Trustees and shall be subject to its control and direction.
ARTICLE III - MEETING OF TRUSTEES
Section 1 - Special Meetings
The President, or any group of three (3) Trustees may call special meetings of the Trustees, by written notice given at least seven (7) days before the date of such meeting, to each Trustee, by mail at his/her address as it appears on the records of the Society. Notice of the time, place, and purposes of any such meeting may be waived in writing, either before or after the holding of such meeting, by any Trustee. Such waiver shall be filed with or entered upon the records of such meeting. The attendance of any Trustee at any meeting of the Trustees without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Trustee of notice of such meeting.
Section 2 - Regular Meetings
The Trustees shall meet a minimum of one (1) meeting per quarter to review the past performance of the Society and to advise the Officers and members as to the future direction of the Society and to discuss any other matters of concern.
Section 3 - Annual Meeting
Commencing in 2004, the Trustees shall meet on the last Monday in the month of August, or if that day falls on a holiday, the last Tuesday in the month August. At each annual meeting of the Board of Trustees, the following Officers of the Society shall be elected for a term of one (1) year each: President; Vice President; Secretary and Treasurer. The officers of the Society shall be elected from the list of Trustees of the Society.
Section 4 - Quorum
A majority of the whole authorized number of Trustees shall be necessary to constitute a quorum for a meeting of the Trustees. However, a majority of the Trustees in office shall constitute a quorum for filling a vacancy in the authorized number of Trustees or in the Officers of the Society.
ARTICLE IV - OFFICERS OF THE SOCIETY
Section 1- Officers of the Society
The principal officers of the Society are the President, Vice President, the Secretary, and the Treasurer. The Board of Trustees may appoint assistant officers, as it may deem appropriate.
Section 2 - Election
The Officers of the Society shall be elected by the Board of Trustees and shall hold office for a term of one (1) year or until their successors are elected and qualified. The first term of office for any appointed Officer shall terminate at the next election of trustees. One and the same person may hold the offices of the Secretary and Treasurer. The Trustees, or such persons as may be designated by the Board of Trustees, may employ clerks and other employees for such time and at such salary or wages as they may determine.
Section 3 - President
The President shall be the Chief Operating Officer of the Society and shall perform such duties as the Board of Trustees may from time to time assign to him or her. Said person shall be an ex-officio member of any special committees. The President shall have authority to sign all official legal documents and papers for and on behalf of the Society. In the case of a tie vote of the Trustees the President of the Society shall cast the deciding vote.
Section - 4 -Vice President
The Vice President shall conduct meetings in the absence of the President. The Vice President shall also perform such duties as the Board of Trustees may from time to time assign to him or her.
Section 5 - Secretary
The Secretary shall direct the keeping of records and the sending of the minutes of the Society to Board members of such meetings. This Officer shall see that all bonds required of Officers and employees of the Society for the faithful performance of their duties are negotiated and properly filed. The Secretary shall have authority to attest to all legal documents or instruments executed on behalf of the Society.
Section 6 - Treasurer
The Treasurer shall have custody of and direct the keeping of records of all monies and securities which constitute any part of the funds of the Society. This Officer shall perform the usual duties of this office. The Treasurer shall have the authority to attest to all legal documents or instruments executed on behalf of the Society.
Section 7 - Other Positions
The Board of Trustees may appoint such other salaried employees as they may deem necessary and shall be authorized to determine the terms and scope of their employment including fixing their salaries, term of employment, duties, and other needs as are necessary for the proper functioning of the principal office of the Society.
Article V - FISCAL YEAR
The fiscal year of the Society shall be from January 1 to December 31 inclusive.
Article VI - FINANCIAL OBLIGATIONS
Section 1 - Budget
Prior to the start of each fiscal year, the Board of Trustees shall adopt a budget of income and expenses to control the finances of the Society during the ensuing fiscal year. Only the Board of Trustees may revise the budget adopted for any fiscal year.
Section 2 - Checks
All checks, drafts, bills or exchange, notes, or other obligations or order for the payment of money shall be signed in the name of the Society by the Treasurer or designated member of the Board of Trustees.
Section 3 - Loans
No loans may be made to any Trustee, officer or staff member of the Society.
Section 4 - Investments
The assets of the Society may be invested in obligations issued or guaranteed by the United States of America or any agency thereof, obligations of State Governments and municipal corporations, real estate, real estate mortgages, savings deposits, corporate bonds and notes, and carefully selected preferred and common stocks. Stocks or bonds received by the Society may be retained even though they do not meet the foregoing criteria, if the donor has so directed or if the Business Affairs Committee determines it is for the best interests of the Society that the same be retained.
Section 5 - Sale of Assets
Any stocks, bonds, or other intangible property of the Society that has been received by the Society as a gift or bequest, or in payment of pledge or other obligation to the Society, or in payment for an annuity may be sold with the approval of the Society’s President or the
Treasurer. When ever practical, the deaccessions of property as declared by the Board of Trustees may be sold to the highest bidder after 90 days from the time the membership is notified.
Section 6 - Investment Counsel
The Board of Trustees may, if it deems it advisable to do so, authorize a person or corporation selected by it to handle the investment of one or more designated parts of the Society’s funds as attorney in fact or agent for the Society. Any such attorney in fact or agent may be authorized to have the stocks, bonds, or other intangible property comprising the designated part carried in a brokers account, without being registered in the name of this Society, provided the broker is a member of the New York Stock Exchange.
Section 7 - Audit
There shall be an Audit Committee chaired by the Vice President of the Society with no fewer than two other members to be appointed by the Vice President of the Society from among the trustees (but not to include the Treasurer). The Audit Committee shall be responsible for audit oversight and shall recommend to the Board from time to time, but no less than annually (at the end of the fiscal year) and whenever there shall be a change in the incumbent of the office of Treasurer, whether an audit should be preformed. In any case, the Vice President of the Society shall arrange, at least every five (5) years, for an independent examination of the Society’s books and records by a certified public accountant, who is acceptable to the Society’s Board of Trustees.
ARTICLE VII - MEMBERS
Section 1 - Voting Members
Each category of membership of the Society shall have one (1) voting unit in all matters brought before the general membership for consideration.
Section 2 - Certificates
The Board of Trustees may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Society. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an Officer or Officers designated by the Board of Trustees and may bear the seal of the Society or a
facsimile thereof.
Section 3 - Annual Meeting of the Membership
The annual meeting of the members of the Society shall normally be held on the last Monday in August of each year, beginning at 7PM at a location designated by the Trustees. Special meetings of the membership may be called by the President or at the request of three Trustees. Notice of annual membership meetings shall be given to all persons who are shown on the membership rolls as members in good standing.
ARTICLE VIII - INDEMNITY OF TRUSTEES AND OFFICERS
A. Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than a suit by or in the right of the Society) by reason of the fact that he/she is or was a director, officer, employee, or agent of the Society, or is or was serving at the request of the Society as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Society for expenses (including reasonable attorneys fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such cause of action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Society and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act In good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Society and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful;
B. Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action or suit by or in the right of the Society to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall be indemnified by the Society against expenses (including reasonable attorneys fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith in a manner reasonably believed to be in or not opposed to the best interest of the Society. However, no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged who Liable for negligence or misconduct in the performance of his/her duty to the Society unless, and only to the extent that, the Court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such Court shall deem proper;
C. Any indemnification under Section A and B (unless otherwise ordered by a Court of competent jurisdiction) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the officer, employee, or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections A and B. Such determination shall be made (i) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Notwithstanding the provisions of Sections A and B of this Article, to extent that a Trustee, Officer, employee, or agent of the Society has been successful on the merits, or otherwise, in defense of any action, suit or proceeding referred to in such Sections, or in the defense of any claim, issue, or matter therein, he/she shall, in any event; be indemnified against expenses (including reasonable attorneys fees) actually and reasonably incurred by him/her in connection therewith;
D. Expenses incurred in defending civil or criminal action, suit or proceeding may be paid by the Society before the final disposition of such action, suit at proceeding. Such expenses may be authorized by the Board of Trustees in a specific case only upon receipt by the Society of an undertaking by or an behalf of the Trustee, Officer, employee, or agent to repay any such amount unless it shall ultimately be determined that he/she is entitled to be indemnified in such amount by the Society;
E. The indemnification provided by this Article Eight shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by any law of the State of Ohio, bylaw, agreement, vote of stockholders, or disinterested directors, or otherwise, both as to action taken in his/her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a Trustee, Officer, employee or agent and such rights shall inure to the benefit of such persons, heirs, executors, and administrators.
ARTICLE IX - AMENDMENTS
This Code of Regulations may be amended at any duly specified meeting of membership by an affirmative vote of two-thirds (2/3s) of all those present and entitled to vote. Notice of proposed Code of Regulations amendments shall be given to the membership at least 90 days prior to a vote on such amendment. Notice of such amendment change shall be given to all members and Trustees promptly after the meeting at which the action was taken. The undersigned, being the Trustees of this Society, do hereby certify that the aforesaid Code of Regulations were approved by the members of the Waco Historical Society, Inc., at a meeting held on the day of:
President: (Steven Boone)
Vice President: (Kenneth Ott)
Treasurer: (Richard AmRhein)
Secretary: (Patti AmRhein)
Trustee: (Marla Boone)
Trustee: (James Beisner)
Trustee: (Patty Wagner)
Trustee: (Les Howe)
Trustee: (Joel Laevelle)
Trustee: (David Bucher)
Trustee: (Joe Balmer)
Trustee: (Richard Graef)
Trustee: (Richard AmRhein) |
