Code of Regulations (By-Laws)

Vienna Historical Society, Inc.
Code of Regulations
(By-Laws)

Adopted October 29, 2009

Revised: November 30, 2015

Article I

Name

The name of the corporation shall be "Vienna Historical Society, Inc." (the "Society" or the "Corporation").

Article II
Mission Statement/Purpose

The purposes for which the Corporation was formed are:  The investigation, collection, acquisition, and preservation of historic documents, artifacts real and personal property having historical value, especially those which relate to the history of Vienna Township, Trumbull County, Ohio and the Connecticut Western Reserve.

Article III
Membership & Dues

A.    Any person interested in the history of Vienna Township, may apply for membership and, upon tendering such application and the applicable dues, shall become a "member.”

B.    The annual dues structure shall be set and adopted by the Board of Directors.

C.     Membership categories shall be:

1.     Individual Membership – An annually renewed membership.

2.     Student Membership – An annually renewed membership for students

(K – 12).

3.     Lifetime Membership – A lifetime membership is gained with a single contribution of $250.  Lifetime members are recognized at the Annual Membership Meeting.

4.     Honorary One-Year Membership: Membership awarded to a member or non-member for one calendar year.  The recipient is chosen by majority vote of the Board of Directors for his/her contributions to the Vienna Historical Society.

5.     Honorary Lifetime Membership:  Member who is awarded a lifetime membership to the Vienna Historical Society.  The recipient is chosen by majority vote of the Board of Directors for his/her significant contributions to the Vienna Historical Society or to the community.

D. Annual dues shall be paid by March 31.  A dues notice shall be mailed, emailed, or announced in person to each member in January.  A second notice may be mailed, emailed, or announced in person to each member in February, if necessary.  Members whose annual dues remain unpaid on April 1 shall no longer be deemed members and all membership rights terminated.

Article IV
Directors:  Qualifications, Powers & Duties

A.    The government of the Society and the preservation, care, and management of its property shall be vested in the Board of Directors (the "Board") which shall consist of nine (9) persons who shall be members of the Society and elected by the members.

B.    The original Directors shall be elected as follows:

1.     Three (3) Directors shall be elected for terms expiring December 31, 2010.

2.     Three (3) Directors shall be elected for terms expiring December 31, 2011.

3.     Three (3) Directors shall be elected for terms expiring December 31, 2012.

C.     Thereafter, Directors shall each serve three (3) year terms until their successors are elected or appointed and qualified.  The Board may fill any Director vacancy to appointing a successor to serve the remainder of the term.

D.    The Board may terminate the membership of any Director after three (3) consecutive unexcused absences from Board meetings.

E. A Director who has served for two (2) successive terms will be ineligible for re-election for one (1) year to promote/aim to/desire as many members as possible to assume the positions on the Board through election or appointment.  Yet the Society does not restrict a member in good standing from serving successive terms on the Board.

1. Any officer may serve successive terms without limitation so long as he or she is a member of the Board. 

F.     The Board may create and maintain a policy handbook for the effective  operations of the Society.

Article V
Schedule, Quorum & Voting for Meetings

A.    The annual meeting of the membership shall be held at a date each year determined by the Board of Directors.

B.    Special meetings of the membership may be called by the President, by the Board, or jointly by the President and the Board.

C.      Members in attendance at an annual or special meeting of the membership shall constitute a quorum.

D.    Each member shall have one (1) vote.

E.     The Board shall hold at least one (1) meeting each year at a time and place to be agreed upon.  Special meetings may be called by the President, or at the written request of any five (5) Board members.  Three (3) days’ notice of each meeting shall be mailed and/or emailed by the Secretary, or which notice may be waived by the Directors present at such meeting.

F.     A majority of the Board members shall constitute a quorum for the transaction of business.

G.    The Board may provide for voting by proxy at any of its meetings, by including with the notice of meeting a form of proxy and specifying to whom and by what time it must be returned to be effective.

Article VI
Election & Duties of Officers & Directors

A.    At the first meeting of the Board following the annual meeting of members, the Directors shall elect from their membership a President, Vice President, Secretary and Treasurer to serve a term of one (1) year each and until their successors are elected and qualified.

B.    The President shall have executive supervision over the activities of the Society within the scope provided by this Code of Regulations.  The President shall preside at all meetings; shall report annually on the activities of the Society; shall appoint committees and delegates not otherwise provided for; shall be an ex-officio member of all committees except for an Auditing Committee and/or a Nominating Committee, if any; and shall perform such duties as are consistent with the office of the President as may be determined from time to time by the Board.

C.     The Vice President shall assume the duties of the President in the event of the absence, incapacity, or resignation of the President, and perform such special duties as assigned by the President, and such other duties as may from time to time be determined by the Board.

D.    The Secretary shall keep the minutes of the meetings of the Society and the Board, maintain a list of members, render an annual report, carry on all correspondence for the Society as specified by the Board, and perform such other duties as may from time to time be determined by the Board.

E.     The Treasurer shall be responsible for the safekeeping of Society funds, maintain adequate financial records; and shall deposit all monies received by him or her with a reliable banking company in the name of Vienna Historical Society, Inc.  All payments shall be made with numbered checks signed by the Treasurer or any other authorized officer.  The Treasurer shall collect dues, contributions, and all other monies; shall render an annual report based on the calendar year; shall file all required government forms; shall file a Subsequent Appointment of/Statutory Agent, should the statutory agent cease, resign, or fail for any reason to act as the statutory agent; and shall perform other such duties as may from time to time be determined by the Board.  The Treasurer shall furnish a bond when and in the amount determined by the Board.

Article VII
Committees

The Society shall have such committees as are deemed appropriate by the Board.  The requirements for the existence, membership, and duties as well as the length of the terms of committee members shall be determined by the Board.

Article VIII
Society Historian

The Board may appoint a society Historian and designate the duties, privileges, and term of office for the Historian.

Article IX
Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order shall govern in all cases in which they are applicable and in which they are not inconsistent with the Articles of Incorporation and/or the Code of Regulations and any special rules of order the Society may adopt.

Article X
Disposition of Collections

A.    In the event of the dissolution of the Society, after payment, or provision for payment, of all liabilities of the Society, the Directors shall distribute the assets of the Society to the Trumbull County Historical Society, the Warren Library Association, the Directors of the Warren-Trumbull County Public Library and/or to other appropriate historical societies or museums. 

B.    The disposition of the assets of the Society not distributed as provided in paragraph (A) above shall be as decreed by the Trumbull County Court of Common Pleas, Probate Division, in accordance with the purposes set forth in the Articles of Incorporation and Code of Regulations of the Society, so long as such organization or organizations as determined by the Court are organized and operated exclusively for such purposes.

Article XI
Affiliation

The Society may enroll as an institutional member of any state, county or other historical association or society upon the vote of the Board and make reports to these societies and or associations.  Whenever feasible, the Society may send one or more delegate(s) to represent it at meetings of state or other historical societies or associations.

Article XII
Amendment to the Code of Regulations

A.    This Code of Regulations may be amended at an annual or special meeting of the membership by a majority vote of the members present, provided that a written notice of the proposed amendment(s) shall have been mailed and/or emailed not fewer than ten (10) days prior to the date of said meeting or one (1) publication of notice in a paper of general circulation in Trumbull County ten (10) days prior to the meeting. 

B.    This Board shall publish any amendments to this Code of Regulations on this Society's Web site.

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