BY-LAWS
Friends of Cornell School
Revised December 2019
Friends of Cornell School
Revised December 2019
Article I Name
The name of this organization shall be Friends of Cornell School.
Article II Purpose
The Organization is nonprofit. The objectives of the Friends of Cornell School are:
Article III Membership and Dues
Membership in the Organization shall be open to all individuals interested in the purpose and objectives of the Organization. Membership dues, if any, shall be assessed on an annual basis.
Article IV Meetings
An annual meeting of this Organization shall be held on the first meeting in each new year for the conduct of business, for the election of Trustees, for the election of the officers of the Organization, and for such programs as may be arranged.
Special meetings for the conduct of business may be called by the President or by the majority of the Board of Trustees. The business transacted at any called meeting shall be limited to that stated in the call.
Five (5) members shall constitute a quorum for the conduct of business at any meeting.
Notice of the annual meeting and any called meeting shall be given by email.
Meetings for the promotion of historical interest may be arranged for periodically.
Article V Board of Trustees
The Board shall consist of nine members of the Organization, including the President. Trustees must be members in good standing.
The Board, the policy making body of the Organization, shall conduct all business during their quarterly meeting. None of the Board’s acts shall conflict with action taken by the Organization or with its stated objectives.
The Board may meet as often as necessary and at least once every three months, at a date it determines, to conduct such business as may come before it.
Special meetings of the Board may be called by the President or by any member of the Board.
Five members of the Board shall constitute a quorum for the conduct of business at any regular or called meeting.
Article VI Officers
The officers of the Organization and of the Board of Trustees shall be a President, a Vice President, a Secretary, and a Treasurer.
The President shall be the chief executive officer and shall preside at all meetings of the Organization and of the Board of Trustees.
The Vice President shall, in the absence of the President, perform the duties pertaining to that office. Should the President, for any reason be unable to perform his/her duties, the Vice President shall become the President until the next annual meeting.
The Secretary shall keep a record of the proceedings of meetings of the Organization and of the Board of Trustees, shall notify the officers of their election and committees of their appointment, and shall keep a roll of attendance at Board meetings.
The Treasurer shall receive all funds of the Organization and shall deposit them in such bank or banks as the Board may designate. He/she shall disburse these funds as directed by the Board and make reports to the Board at each meeting. He/she shall make an annual report to the Organization. Upon request the President may appoint an assistant to the treasurer.
Article VII Elections
The election of members of the Board of Trustees and the President shall be held at the annual meeting of the Organization, and a majority vote shall elect.
The election of the Vice President, Secretary and Treasurer shall be held at the first regularly scheduled meeting of the Board of Trustees which follows the annual meeting, and a majority vote shall elect.
If for any reason, a Trustee is unable to serve out his/her term, the Board shall elect a replacement, who shall serve until the next annual meeting.
Article IX Terms of Office
The President, Vice President, Secretary and Treasurer shall serve a term of one year or until their successors are elected. No person shall hold more than one office at a time. These officers may hold consecutive terms.
The term of office of the President shall begin at the close of the annual meeting at which he/she is elected. Terms of other officers shall begin at the close of the meeting of the Board of Trustees at which they are elected.
The term of office for members of Board of Trustees shall begin at the close of the annual meeting at which they are elected and shall be for three years, three members being elected each year.
Article X Honorary Board Members
The Board of Trustees may elect to honorary membership on the Board any member of the Organization or community who has made a significant and outstanding contribution to the Organizations’s objectives.
Honorary membership shall be granted for life. It shall not convey any of the rights or duties of members of the Board except the right to attend meetings of the Trustees and enter into such discussions as may be before them.
Article XI Committees
Committees of the Organization, both standing and ad hoc, shall be designated by the Board of Trustees and all, except the Nominating Committee, shall be appointed by the President.
Article XII Acquisitions
Additions to the collections and archives of the Organization shall be accepted only when they are in keeping with the Organization’s stated purpose and objectives and when the standard form of acquisition has been signed by the donor.
All acquisitions shall be properly inventoried and catalogued by the Organization’s Vice President and a report on recent acquisitions shall be made at a regular meeting of the Board by the Vice President.
Article XIII Amendments
These by-laws may be amended by a majority vote of the members present at any annual meeting of the Organization, or at any meeting called for the purpose of amending, provided that members have been furnished with copies of the proposed amendment(s). Amendments shall take effect at the close of the meeting at which they have been adopted.
Article XIV. Parliamentary Authority
The rules contained in the current edition of Roberts’ Rules of Order shall govern the Organization in all cases in which they are not inconsistent with the by-laws of the Organization.
Article XV Dissolution
Dissolution of this Organization, should there ever become a need for such action, shall be in accordance with the Ohio Revised Code as referred to in the “Amended Articles of Incorporation” filed with Ohio Secretary of State, June 9, 1989, No GO637-1296. If feasible upon dissolution, donated articles will be returned to the original donor. All other funds and chattels will be disbursed to another charitable or nonprofit organization.
The name of this organization shall be Friends of Cornell School.
Article II Purpose
The Organization is nonprofit. The objectives of the Friends of Cornell School are:
- to preserve both physically and culturally the heritage of this historic landmark
- to develop a living history program in conjunction with the community schools
- to offer the community and its environs access to the school for meetings and other small group gatherings
- to provide a plan to ensure continuous support and maintenance of the school.
Article III Membership and Dues
Membership in the Organization shall be open to all individuals interested in the purpose and objectives of the Organization. Membership dues, if any, shall be assessed on an annual basis.
Article IV Meetings
An annual meeting of this Organization shall be held on the first meeting in each new year for the conduct of business, for the election of Trustees, for the election of the officers of the Organization, and for such programs as may be arranged.
Special meetings for the conduct of business may be called by the President or by the majority of the Board of Trustees. The business transacted at any called meeting shall be limited to that stated in the call.
Five (5) members shall constitute a quorum for the conduct of business at any meeting.
Notice of the annual meeting and any called meeting shall be given by email.
Meetings for the promotion of historical interest may be arranged for periodically.
Article V Board of Trustees
The Board shall consist of nine members of the Organization, including the President. Trustees must be members in good standing.
The Board, the policy making body of the Organization, shall conduct all business during their quarterly meeting. None of the Board’s acts shall conflict with action taken by the Organization or with its stated objectives.
The Board may meet as often as necessary and at least once every three months, at a date it determines, to conduct such business as may come before it.
Special meetings of the Board may be called by the President or by any member of the Board.
Five members of the Board shall constitute a quorum for the conduct of business at any regular or called meeting.
Article VI Officers
The officers of the Organization and of the Board of Trustees shall be a President, a Vice President, a Secretary, and a Treasurer.
The President shall be the chief executive officer and shall preside at all meetings of the Organization and of the Board of Trustees.
The Vice President shall, in the absence of the President, perform the duties pertaining to that office. Should the President, for any reason be unable to perform his/her duties, the Vice President shall become the President until the next annual meeting.
The Secretary shall keep a record of the proceedings of meetings of the Organization and of the Board of Trustees, shall notify the officers of their election and committees of their appointment, and shall keep a roll of attendance at Board meetings.
The Treasurer shall receive all funds of the Organization and shall deposit them in such bank or banks as the Board may designate. He/she shall disburse these funds as directed by the Board and make reports to the Board at each meeting. He/she shall make an annual report to the Organization. Upon request the President may appoint an assistant to the treasurer.
Article VII Elections
The election of members of the Board of Trustees and the President shall be held at the annual meeting of the Organization, and a majority vote shall elect.
The election of the Vice President, Secretary and Treasurer shall be held at the first regularly scheduled meeting of the Board of Trustees which follows the annual meeting, and a majority vote shall elect.
If for any reason, a Trustee is unable to serve out his/her term, the Board shall elect a replacement, who shall serve until the next annual meeting.
Article IX Terms of Office
The President, Vice President, Secretary and Treasurer shall serve a term of one year or until their successors are elected. No person shall hold more than one office at a time. These officers may hold consecutive terms.
The term of office of the President shall begin at the close of the annual meeting at which he/she is elected. Terms of other officers shall begin at the close of the meeting of the Board of Trustees at which they are elected.
The term of office for members of Board of Trustees shall begin at the close of the annual meeting at which they are elected and shall be for three years, three members being elected each year.
Article X Honorary Board Members
The Board of Trustees may elect to honorary membership on the Board any member of the Organization or community who has made a significant and outstanding contribution to the Organizations’s objectives.
Honorary membership shall be granted for life. It shall not convey any of the rights or duties of members of the Board except the right to attend meetings of the Trustees and enter into such discussions as may be before them.
Article XI Committees
Committees of the Organization, both standing and ad hoc, shall be designated by the Board of Trustees and all, except the Nominating Committee, shall be appointed by the President.
Article XII Acquisitions
Additions to the collections and archives of the Organization shall be accepted only when they are in keeping with the Organization’s stated purpose and objectives and when the standard form of acquisition has been signed by the donor.
All acquisitions shall be properly inventoried and catalogued by the Organization’s Vice President and a report on recent acquisitions shall be made at a regular meeting of the Board by the Vice President.
Article XIII Amendments
These by-laws may be amended by a majority vote of the members present at any annual meeting of the Organization, or at any meeting called for the purpose of amending, provided that members have been furnished with copies of the proposed amendment(s). Amendments shall take effect at the close of the meeting at which they have been adopted.
Article XIV. Parliamentary Authority
The rules contained in the current edition of Roberts’ Rules of Order shall govern the Organization in all cases in which they are not inconsistent with the by-laws of the Organization.
Article XV Dissolution
Dissolution of this Organization, should there ever become a need for such action, shall be in accordance with the Ohio Revised Code as referred to in the “Amended Articles of Incorporation” filed with Ohio Secretary of State, June 9, 1989, No GO637-1296. If feasible upon dissolution, donated articles will be returned to the original donor. All other funds and chattels will be disbursed to another charitable or nonprofit organization.
