The Granville, Ohio, Historical Society Constitution
As the community's collective memory, the Granville Historical Society acquires, preserves, and tells Granville’s story to residents and visitors to inspire curiosity about, instill knowledge of, and foster a commitment to our history.
Any resident of the Granville community or other party interested in the mission of the Society may become a member and have a vote in Society elections and consequential matters the Board of Mangers deems necessary to bring before the Membership.
In order to accomplish these goals and objectives, the membership of the Granville Historical Society will elect officers and a Board of Managers. Officers will be President, Vice-President, Secretary, and Treasurer. All will be subject to election each year by the membership during the Annual Meeting with at least thirty days notice before the election. The President and Vice-President serve one-year terms and may be re-elected once. The Treasurer may serve six consecutive one-year terms. The Secretary will not be term-limited. Members-at-Large of the Board of Managers will serve three-year terms limited to two in succession. Any former Officer or Member can be elected to office after a year or more absence from holding office. Spouses of Officers and Members-at-Large of the Board of Managers are ineligible for nomination to the Board of Managers.
A member of the Board of Managers or an Officer of the Society must chair all Board committees. The President appoints officers or Members-at-Large of the Board to fill the balance of the term when vacancies occur. The fiscal and program years will begin January 1 and end December 31, as will terms of office.
A Nominating Committee will be composed of the Secretary, President, a member of the Board of Managers and a member of the society who is not a Board member, but will not be limited in number to these members. The President appoints members of the Nominating Committee, which will begin its activities three months before the Annual Meeting.
The Officers and Board will be responsible for the financial health of the organization and will ensure that programs, publications, archival and museum activities support the mission of the Society.
The Society will conduct its affairs in accordance with its status as a 501(c) (3) organization and will not take any actions that would jeopardize this status.
Any amendment to the Constitution must be approved at two consecutive meetings by a 60% majority of members of the Society present. Thirty days advance notice via the US Postal Service or email must be given for both meetings. This notice must include a written statement of the proposed changes to the Constitution.
The Board of Mangers will form committees to accomplish the tasks of the organization. These will be arranged in three primary areas: the museum, its collections, and their display; the archives and their use by researchers and historians; and public interaction through programs, publications, and educational efforts. The membership will determine the size of the Board of Managers, which at the time of this document is four officers and nine Members-at-Large.
Since each Member-at-Large of the Board will chair a committee, the Nominating Committee will use this requirement as a guideline in selecting candidates for office according to their qualifications to fill existing needs of the organization.
The Archives and Collections divisions of the Society will have permanent heads as volunteers named by the Board. They must be members of the Society, but membership on the Board is not a condition of the position. If not serving in a Board capacity, they may attend Board meetings and participate in discussion but not vote.
The Board will adopt prudent policies for endowment and investment and maintain them in a disciplined way. It will insure adequate administration of its activities and operations. Attention will be given to marketing, fundraising, publicity, and membership development. Sound buildings and grounds practices will be adhered to and adequately funded. Board members will be conversant with contemporary technology and employ it where appropriate and feasible.
At the discretion of the Board of Managers, former Board Members or Officers may be nominated as Emeritus/a members, in non-voting, non-governing status that recognizes long and high quality involvement. A minimum of ten years of service as an officer and/or a Board member will be required for consideration for Emeritus status.
For meetings of the Board, a quorum will be established of seven of the Officers and Members-at-Large of the Board. Decisions of the Board must be approved by a majority of those present. Visitors may observe Board meetings by invitation of the Executive Committee only. Those elected by the Board to Emeritus/a Status may attend Board meetings but not vote. The Board of Managers will meet at least eight times a year including the Annual Meeting, which may or may not be considered a monthly meeting. Each member of the Board has one vote and proxy voting is not permitted. Board members and Officers may participate and vote through teleconferencing or video conferencing. The President may vote only to break a tie. Meetings will occur at the call of the President; the Executive Committee, which is the President, Vice President, Secretary, and Treasurer; or at the written request of six Members-at-Large of the Board.
The Annual Meeting will normally occur in November. For meetings of the Society, a quorum shall be the number of members in attendance. Each member present has one vote and proxy voting is not permitted.
The President is empowered to carry out the business of the Board as it represents the Society between Board meetings as long as this activity is consistent with plans and policies of the Board and in consultation with committee chairs as necessary.
Volunteers including Officers and Board members may not in any way financially profit or benefit in other ways from Society activities, nor may they be paid for their services. They must abide by the Society’s conflict of interest policy. Officers and Board members are not eligible for awards of the Society. Members and officers must attend 75 percent of the regularly called Board meetings during the calendar year regardless of whether or not the absence is excused, unless the Board approves a leave of absence in special cases. Board members or officers may be removed by the President from the Board after two consecutive unexcused absences or by action of the majority of the entire Board when it is deemed in the best interests of the Society. Resignation from the Board should be in writing and if possible the departing member should have an exit interview with the President.
Without waiving any of the rights the Society has under law, the Society will adopt and abide by those policies that are necessary for the good order and operation of the Society.
These Bylaws can be changed by a sixty percent majority of those present at an Annual Meeting, or at a special meeting called for the purpose of revision provided that thirty days notice by the US Postal Service or email is given to the entire membership of the Society in either case. The notification must include a written statement of the proposed changes to the Bylaws. Officers and Members-at-Large can be recalled by sixty percent vote of the members present at a meeting following thirty days notice by the US Postal Service or email. Recall can be initiated by fifteen percent of the membership.
Members will be charged annual dues specified by the Board. There shall be no new complementary individual memberships. The Board will conduct an Annual Fund drive for operations, along with periodic Capital Campaigns and smaller fundraising efforts, and be vigilant for grant opportunities. It must approve an annual budget not later than the January following the Annual Meeting and must subject its books to a simple annual outside audit to insure that it is conducting its financial activities in accordance with generally accepted accounting procedures and its own procedures and rules.
Conditions for Indemnification: The Society shall indemnify each Board member, Officer, employee and each former Board member, Officer, and employee of this Society, and each person who is serving or has served at its request as Board member, Officer, or employee of another organization, against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any past, pending, or threatened action, suit or proceeding, criminal or civil, to which he/she was, is or may be made a party by reason of being or have been such board member, officer, or employee, provideda determination is made by the Board of Managers of this Society acting at a meeting at which a quorum consisting of Board members who neither were nor are parties to or threatened with any such action, suit or proceeding is present . The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which such Board of Managers member, officer, or employees may be entitled apart from the provisions of this indemnification article.
In the event the Board of Managers votes to dissolve, the Granville Historical Society will ensure that the requirements of Ohio Revised Code 1702.47 are complied with and proper notification is provided to the Internal Revenue Service (IRS). Consistent with guidance of the IRS, any remaining artifacts and assets will be distributed to another organization that has a similar mission to that of the Granville Historical Society. Any action to dissolve the Society must gain three quarters of the votes of the full Board and sixty percent of the members attending a special meeting with thirty days notice by US Postal Service or email.
Adopted at the Fall Banquet of the Granville Historical Society, November 17, 2015.
Attested by Charles A. Peterson, Secretary of the Board and Society