Fairfield Heritage Trail Association

Corporate Bylaws

 ARTICLE ONE

OFFICES

The principal office of the Fairfield Heritage Trail Association shall be located at 110 East Main Street, City of Lancaster, County of Fairfield, State of Ohio.  The corporation may have such other offices, either within or without the State of Ohio, as the board of trustees may determine from time to time.

ARTICLE TWO

 MEMBERS

Section 1.  Membership.  Membership is open to every one who shall make application and pay membership dues.

Section 2.  Election of Members.  Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the board of trustees, with copies to the treasurer and secretary of the corporation.  All applicants shall become members of the corporation on payment of the required membership dues.

Section 3.  Voting Rights.  Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.  In the case of family memberships, each adult family member shall be entitled to one vote.   

Section 4.  Termination of Membership.  The board of trustees, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period of more than one year.

Section 5.  Resignation.  Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 6.  Reinstatement.  On written request signed by a former member and filed with the secretary, the board of trustees, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership on such terms as the board of trustees may deem appropriate.

Section 7.  Transfer of Membership.  Membership in this corporation is not transferable or assignable.

Section 8.   Property Rights.   No member will have any right, title or interest in any of the property or assets, including any earnings or investment income of this corporation, nor will any property or assets be distributed to any member on its dissolution or winding up.  

Section 9.   Liability of Members.   No member of this corporation will be personally liable for its debts, liabilities, or obligations, nor subject to any assessment.   

ARTICLE THREE

MEETINGS OF MEMBERS

Section 1.  Annual Meeting.  An annual meeting of the members shall be held at Lancaster, Ohio, on the second Wednesday of January in each year, beginning with the year 1999, at 7:00 p.m., for the purpose of electing trustees and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting is a legal holiday in the State of Ohio, such meeting shall be held the next succeeding business day.  If the election of trustees is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of trustees shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

Section 2.  Regular Monthly Meetings.  A regular meeting of the members shall be held at Lancaster, Ohio, on the second Wednesday of each month, at 7:00 p.m., for the purpose of the transaction of any business as may come before the meeting.

Section 3.  Special Meetings.  Special meetings of the members may be called by the president, the board of trustees, or not less than one-tenth of the members, at a place designated by the board of trustees, or elsewhere as the case may be.  If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Ohio, but if all the members shall meet at any time and place, either within or without the State of Ohio, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. 

Section 4.  Notice of Special Meetings.  Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, e-mail or telephone, to each member not less than 3 nor more than 10 days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.  In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5.  Quorum.  Members holding 51 percent (51%) of the total votes that may be cast at any meeting, (or) a minimum of ten (10) members, shall constitute a quorum at such meeting.  If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. 

ARTICLE FOUR 

BOARD OF TRUSTEES 

Section 1.  General Powers.  The affairs of the corporation shall be managed by its board of trustees. 

Section 2.  Number, Tenure, and Qualifications.  The number of trustees shall be nine.  Trustees shall be elected at the annual meeting of members, and the terms of office shall have four trustees serving a two-year term expiring in even numbered years, and five trustees serving a two-year term expiring in odd numbered years.  

Section 3.  Regular Meetings.  A regular meeting of the board of trustees shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members.  The board of trustees may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.  Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution. 

Section 4.  Special Meetings.  Special meetings of the board of trustees may be called by or at the request of the president or any two trustees, and shall be held at the principal office of the corporation or at such other place as the trustees may determine. 

Section 5.  Notice.  Notice of any special meeting of the board of trustees shall be given at least three days previously thereto by written notice delivered personally or sent by mail or telegram to each trustee at his/her address as shown by the records of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  Any trustee may waive notice of any meeting.  The attendance of a trustee at any meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws. 

Section 6.  Quorum.  A majority of the board of trustees shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the trustees are present at any meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice. 

Section 7.  Board Decisions.  The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees, unless the act of a greater number is required by law or by these bylaws. 

Section 8.  Vacancies.  Any vacancy occurring in the board of trustees and any trusteeship to be filled by reason of an increase in the number of trustees, shall be filled by the board of trustees.  A trustee appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office.  Each such appointment by the board shall be subject to the approval or disapproval of the members at the next regular meeting of the members. 

Section 9.  Compensation.  Trustees as such shall not receive any stated salaries for their services.  Nothing herein contained shall be construed to preclude any trustee from serving the corporation in any other capacity and receiving compensation therefor.

Section 10.   Liability of Trustees.   The trustees of this corporation will not be personally liable for its debts, liabilities or other obligations.       

ARTICLE FIVE 

OFFICERS

Section 1.  Officers.  The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of trustees), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article.  The board of trustees may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of trustees.  Any two or more offices may be held by the same person, except the offices of president and secretary. 

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the board of trustees at the regular annual meeting of the board of trustees.  If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the board of trustees.  Each officer shall hold office until his/her successor has been duly elected and qualifies. 

Section 3.  Removal.  Any officer elected or appointed by the board of trustees may be removed by a majority vote of the board of trustees whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. 

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of trustees for the unexpired portion of the term. 

Section 5.  Powers and Duties.  The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of trustees.  In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.

 ARTICLE SIX 

COMMITTEES

Committees of Trustees.  The board of trustees, by resolution adopted by a majority of the trustees in office, may designate one or more committees, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of trustees in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of trustees, or any individual trustee, of any responsibility imposed on it or him/her by law. 

ARTICLE SEVEN 

CONTRACTS, CHECKS, DEPOSITS, AND GIFTS 

Section 1.  Contracts.  The board of trustees may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.

Section 2.  Checks, Drafts, or Orders.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the board of trustees.  In the absence of such determination by the board of trustees, such instruments involving the disposition of funds in excess of five hundred dollars ($500.00) shall be signed by the president and treasurer of the corporation.  

Section 3.  Deposits.  All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of trustees may select.

Section 4.  Gifts and Contributions. The board of trustees or a designated  committee may:

(a). Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property ("donations"), for the general and special charitable purposes of the corporation, on terms as the board or committee may approve;

(b). Hold funds or property in the name of the corporation or of such nominee as the board or committee may appoint;

(c). Collect and receive the income from funds or property;

(d). Devote the principal or income from donations to such benevolent and charitable purposes as the board or committee may determine; and

(e). Enter into an agreement with any donor to continue to devote the principal or income from the donation to the purpose the donor may designate and after approval of such agreement by the board or committee devote the principal or income from that donation according to the agreement.

ARTICLE EIGHT

 BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of trustees, committees having and exercising any of the authority of the board of trustees, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time. 

ARTICLE NINE 

FISCAL YEAR 

The fiscal year of the corporation shall begin on the 1^st of January in each year and end at midnight on the 31^st day of December of that year. 

ARTICLE TEN 

DUES 

Section 1.  Annual Dues.  The board of trustees shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class, and shall give appropriate notice to the members.

Section 2.  Payment of Dues.  Dues shall be payable in advance on the first day of February in each year.  Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership. 

Section 3.  Default and Termination of Membership.  When any member of any class is in default in the payment of dues for a period of 12 months from the beginning of the period for which such dues became payable, his/her membership may thereupon be terminated by the board of trustees as provided herein above. 

ARTICLE ELEVEN 

WAIVER OF NOTICE 

Whenever any notice is required to be given under the provisions of articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE TWELVE

AMENDMENT OF BYLAWS 

The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting, if at least 30 days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting or vote of the members at any regular or special meeting.

Articles of Incorporation (Requires Adobe Reader)

Articles of Incorporation Related Documents  (Requires Adobe Reader)

Business Information
 

Back