CODE OF REGULATIONS

OF

HILLTOP HISTORICAL SOCIETY

 

(AN OHIO CORPORATION  NOT FOR PROFIT)

 

ARTICLE 1

 

 

MEETINGS

 

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.

  

 

 

 

ARTICLE 2

 

Seal

 

The corporation shall not have a seal.

 

ARTICLE III

 

MEMBERSHIP

 

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.

 

ARTICLE IV

 

TRUSTEES

 

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.

 

ARTICLE 5

 

OFFICERS

 

            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.

 

 

 

 

ARTICLE VI

 

DUTIES OF OFFICERS

 

Section -1  President

 

            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.

 

Section  - 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.

 

 

ARTICLE VII

 

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:

 

1.      Roll Call

2.      Reading of the minutes of last preceeding meeting of that body

3.      Reading of the financial report

4.      Reports and statements of officers and committees

5.      Unfinished business

6.      Election of trustees, if in order at the meeting in question

7.      New or miscellaneous business

 

ARTICLE VIII

 

AMENDEMENTS

 

            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.

 

Revised 4/09