CODE OF REGULATIONS
HILLTOP HISTORICAL SOCIETY
(AN OHIO CORPORATION NOT FOR PROFIT)
Section 1 – Annual Meetings
The annual meeting of the members of the corporation shall be held, not but limited to, three meeting during each year
at a time and place determined by the president and so specified in a notice sent to all members for this purpose.
Section – 2 Special Meetings
Special meetings of the members of the corporation shall be called by the president on his/her own motion, or upon
written request by any two trustees. Notice for special meetings shall specify the time, place and purposes thereof, and no
business other than specified in the notice thereof shall be considered at any such meeting.
Section 3 – Notice of Meetings
A written or printed notice of the annual or any special meetings of the members of the corporation, stating the time
and place, and in case of special meetings, the purposes thereof, shall be given to each member whose name appears on the
books of the corporation by mailing at least ten (10) days before the scheduled date of such meeting to his/her address as
the same appears on the records of the corporation.
Section – 4 Quorum
At all meetings a majority shall constitute a quorum, but less than a majority may adjourn the meeting from time to
time and at such adjourned meetings any business may be transacted which might have been transacted if the meeting had been
held as originally called.
The corporation shall not have a seal.
Section – 1 Members
The members of the corporation shall consist of those persons who are current in the payment of membership dues which
shall be Ten Dollars ($10.00) for an individual ,Fifteen Dollars ($15.00) for a family per year and Twenty Five Dollars
($25.00) for a corporation for the year.
Section – 1 Number of Trustees
The number of trustees shall be seven (7). They shall be elected annually for one year each. Trustees shall hold office
until the expiration of the term of office for which elected and shall continue in office until their respective successors
shall have been duly elected and qualified.
Section – 2 Election of Trustees
Election of trustees shall be held at the annual meting of the corporation or at a special meeting called for that
purpose. At any such meeting, trustees may be elected only from the persons nominated for such position by the existing board
of trustees. If, as a result of such election, not all the trustee positions are filled, then the positions left vacant shall
be filled by election at a subsequent meeting or meetings of members at which such trustees may be elected only from the additional
persons nominated for such positions by the existing board of trustees.
Section – 3 Control and Management
of the Corporations
The board of trustees shall control and manage the business of the corporation, including the power to sell, lease,
mortgage, dispose, and other wise encomber business funds and property of the corporation. The board of trustees can adopt by-laws not consistent with these regulations, promulgate and enforce rules governing the use
of property of the corporation, fill vacancies in its own membership, and appoint standing or special committees.
Section – .Four Quarterly Meetings
The board of trustees shall hold regular quarterly meeting in each year, subject to the call of the president, or in
his/her absence or disability, of the vice-president.
Section – 5 Compensation
Trustees, as such shall not receive any salary or other compensation for their services as trustees but shall be entitled
to recover actual expenses incurred in the business of the corporation: provided however, nothing herein contained shall be
construed to preclude any trustee from serving the corporation in any other capacity and receive compensation therefore.
Section – 6 Indemnification
The trustees shall not be personally liable for any debt or obligation of the corporation and the corporation shall
to the extent permitted by law, indemnify any trustee for loss or damage arising out of or in connection with his/her duties
as such trustee.
The trustees, immediately following their annual election, shall meet and organize, and select a president, vice-president,
secretary, and treasurer of the corporation to serve for one year and until their successors are elected and qualified. The
president and vice president of the corporation shall be elected from the membership of the board of trustees. At such time,
or at any future time, the trustees may designate and appoint such subordinate officers and members as they may determine
and define their posers and duties.
Any officer elected by the board of trustees may be removed at any time upon the vote of a majority of the members
of the board of trustees.
The officers of the corporation shall not be personally liable for any debt or obligation of the corporation and the
corporation shall, to the extent permitted by law, indemnify any officer for loss or damage arising out of our connection
with his/her duties as such officer.
DUTIES OF OFFICERS
The president of the corporation shall preside at all meeting of the board of trustees and all meetings of the members
of the corporation and generally perform such other duties as are customarily performed by the president of a corporation
and such duties as may be assigned to him from time to time by the board of trustees.
Section - 2 Vice President
The vice president shall perform the duties of the president in his absence or during his inability to act, and shall
have such other and further duties as may be assigned to him by the board of trustees.
Section – 3 Secretary
The secretary shall keep the minutes of all proceedings of the board of trustees and of the members and make a proper
record of the same which shall be attested by him. He shall keep such books as may be required by the board of trustees and
generally perform such duties as may be required by the board of trustees.
- 4 Treasurer
The treasurer shall have the custody of the funds and securities of the corporation which may come into his hands,
and shall do with the same as may be ordered by the board of trustees. When necessary or proper, he may endorse on behalf
of the corporation for collection checks, notes, and other obligations. He shall deposit funds of the corporation to its credit
in such banks and depositories as the board of trustees may, from time to time, designate. He shall submit to the annual meetings
of the members a statement of the financial condition of the corporation, and whenever required by the board of trustees,
shall make and render a statement of his accounts, and such other statements as may be required. He shall keep in books of
the corporation accounts all money received and paid by him for account of the corporation. He shall perform such duties as
may from time to time be assigned to him by the board of trustees.
Section – 5 Assistant Officers
The board of trustees may appoint such assistant officers as it deems necessary or proper, and such assistant officers
shall perform the duties as may be assigned by to them by the board of trustees.
ORDER OF BUSINESS
The order of business at all meetings of the corporation, unless otherwise changed or suspended by a majority vote
of the members, shall be as follows:
Reading of the minutes of last preceeding meeting of
Reading of the financial report
Reports and statements of officers and committees
Election of trustees, if in order at the meeting in question
New or miscellaneous business
These regulations may be adopted, amended, or repealed by a majority vote of the members present at the annual meeting
of the corporation, or at any special meeting called for such purpose.