Code of
Regulations
of
Historic
Canal Dover Association, Inc.
Article
I
Name
The name of the
Corporation shall be the Historic Canal Dover Association, Inc.
Article II
Location
The place in Ohio
where the principal office of the Corporation is to be located is Dover,
Tuscarawas County, Ohio.
ARTICLE III
Purpose
The purpose or
purposes for which the Corporation is formed are:
The purpose for
which the Company is formed is to operate exclusively for charitable
purposes as set forth in Section 501(c) 3 of the Internal Revenue Code. The
charitable purposes of this organization are predominately to promote
historic preservation, which may include activities to further the purpose
by preparing a survey of historic properties for a nomination to the
National Register of Historic Places, providing design review assistance and
giving architectural tours. Further, the purposes of this charitable
organization may include taking remedial action to eliminate the physical,
economic and social causes of deterioration in the community. The charitable
organization's purpose may also include the instruction of the public on
subjects useful to the individual and beneficial to the community. No part
of the net earnings of the Company has insure to the benefit of, or be
distributable to, its members, trustees, officers, or other private persons,
except that the Company shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth herein. No substantial part of the
activities of the Company shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the Company shall not
participate in, or intervene in (including the publishing or distribution of
statements,) any political campaign on behalf of any candidate for public
office. Notwithstanding any other provision of these articles, the Company
shall not carry on any other activities not permitted to be carried on (a)
by a corporation exempt from federal income tax under Section 501(c)3 of the
Internal Revenue Code or (b) by a corporation, contributions to which are
deductible under Section 170(c)2 of the Internal Revenue Code.
ARTICLE IV
Mission
Statement
The mission of the
Historic Canal Dover Association, Inc. is to revitalize Dover's Central
Business District while preserving and promoting its historic character and
implement the National Main Street Program.
ARTICLE V
Members
Section 1.
Qualifications: The qualifications for being a members in good
standing of Historic Canal Dover Association, Inc. shall be, but not limited
to, any business, professional or individual interested in supporting the
purposes of Historic Canal Dover Association, Inc. Said member shall be
current on all dues assessed by the Board and shall complete an application
approved by the Board.
Section 2.
Approval of Applications for Membership: All applications for
membership shall be approved (1) by a majority vote of the Trustees at any
special or regular meeting of the Board of Trustees when a quorum is present
or (2) by a majority vote of the existing membership at any Annual or
Special meeting held in accordance with these Code of Regulations.
Section 3.
Voting Rights: Each member, whether business or individual member,
shall be entitled to one vote on each matter submitted to a vote of members
at membership meetings or any Annual or Special meeting. Any member may be
represented at any meeting by proxy signed by such member.
Section 4.
Termination of Membership: A member may be suspended or expelled, for
cause by the vote of not less than three-fourths (3/4) of the members of the
Corporation present at a meeting of the members provided notice of such
propose action shall have been duly given in the notice of the meeting and
provided the member has been informed in writing of the charges preferred
against him (the member) at least ten (10) days before such meeting. The
member shall be given an opportunity to be heard at such meeting.
Section 5.
Resignation: Any member may resign by filling a written resignation
with the Secretary, or by failure to pay annual dues as required.
Section 6.
Reinstatement: Upon written request signed by a former member and
filed with the Secretary, The Board of Trustees may reinstate such former
member to membership upon such terms, as the Board of Trustees may deem
appropriate.
Section 7.
Liability for Corporation's Obligations: Fully paid members shall not
be liable for any debts or obligations of the Corporation and shall not be
subject to any assessment, other than dues, by the Corporation.
ARTICLE VI
Dues
The dues structure
of Historic Canal Dover Association, Inc. shall be set by the Board of
Trustees.
ARTICLE VII
Government
The government of
the Corporation shall be vested in a Board of Trustees, consisting of nine
(9) voting members. Said Board shall be elected from the ranks of the
regular members in good standing at the Annual Meeting, except the
organizational Board of Trustees shall consist of five (5) members.
ARTICLE VIII
Board of
Trustees
Section 1.
General Powers of the Board of Trustees: The affairs of the
Corporation shall be conducted and its purposes and goals shall be carried
out by the Board of Trustees. In exercising the foregoing powers and
responsibilities, the Board of Trustees shall not permit any action
inconsistent with the purposes and goals of the Corporation or other
provisions of the Articles of Incorporation or this Code of Regulations. The
Board, with its status as a corporation described in Section 501(c)3 of the
United States Internal Revenue Code of 1986, as amended, shall have the
power to perform any and all acts not otherwise prohibited by any Federal,
State, or Local Law, Rule, or Regulation.
Section 2.
Term of Trustee: All Trustees shall serve a three (3) year term.
However, the Organizational Board of Trustees shall serve either a one (1)
year, two (2) year, or three (3) year term. No Trustee may serve more than
three (3) consecutive three (3) year terms. If deemed necessary by the
Trustees, an additional year may be served by an outgoing Trustee. Immediate
Past Presidents of the Historic Canal Association, Inc. shall serve as
ex-officio Board members.
Section 3.
Election of Trustee: The Trustees shall be elected by the members of
the Corporation at the annual meeting by attendance in person or by proxy
from a slate of candidates recommended by a Nominations and Elections
Committee appointed by the President of the Corporation. However, the
Organizational Trustees shall be nominated for election by the
Organizational Committee of Historic Canal Dover Association, Inc.
Section 4.
Removal of Trustees: Any Trustee may be removed by the Board of
Trustees by a three-fourths (3/4) affirmative vote, at any meeting, the
notice (or waiver of notice) of which shall have specified that such removal
action was to be considered. Trustees must attend 75% of the monthly
scheduled meetings. Absence due to illness, vacation, or extenuating
circumstances may be considered excused by a majority vote of the Board of
Trustees if the Board of Trustees is notified prior to the meeting.
Section 5.
Resignation: Any Trustee may resign by giving written notice to the
Board of Trustees or the Secretary. Such resignation shall take effect at
the time specified therein.
Section 6.
Vacancies: Any vacancy on the Board of Trustees shall be filled by
election of the Board of Trustees until the next scheduled election, at
which time a new member shall be duly elected to the Board to complete any
remaining balance of term of such appointed Trustee. Said elected Trustee's
balance of term shall not be considered a full term, in reference to Section
2, Term of Trustee.
Section 7.
Place of Meetings: The meetings of the Board of Trustees shall be
held at such place, within or without the City of Dover, Ohio as may from
time to time be fixed by the Board of Trustees, or as shall be specified or
fixed in the respective notice or waiver of notice thereof. Meetings of the
Board of Trustees may be made through any communications system or
equipment, provided all persons participating are able to hear and
reasonably identify one another; participation in such meeting shall
constitute attendance threat.
Section 8.
Meeting Times: Meetings of the Board of Trustees shall be monthly, or
whenever called by the President, Vice President or Secretary or any ten
(10) percent of the members in good standing with the same express concern.
Notice for such meetings shall be written or by electronic media not less
than two (2), but no more than sixty (60) days, before the date of such
meeting, to each Trustee.
Section 9.
Notice of Adjournment of Meeting: Notice of Adjournment of a meeting
need not be given if the time and place to which it is adjourned are fixed
and announced at such meeting.
Section 10.
Quorum and Manner of Action: A majority of Trustees as of the time of
a meeting of the Board shall constitute quorum for the transacting of
business. The act of a majority of Trustees present at a meeting at which
quorum is present shall be the act of the Board. In the absence of quorum,
the Board shall not have authority to act on behalf of the Corporation.
Section 11.
Order of Business: The order of business at a meeting of the Board
shall be such as the President of the meeting may prescribe or follow,
subject, however, to his being overruled with respect thereto by a majority
of Trustees present at such meeting. The latest edition of Roberts Rules of
Order shall govern all such meetings of the Board of Trustees.
Section 12.
Action in Lieu of a Meeting: Any action which, by virtue of any
provision of the laws of Ohio, the Articles of Incorporation, or this Code
of Regulations, may be taken at a meeting of the Trustees, may be taken,
without a meeting if authorized in writing and signed by all Trustees in
good standing.
ARTICLE IX
Officers
Section 1.
Officers: The following officers shall be elected by a vote of the
Board of Trustees after the regularly scheduled Trustees' Meeting following
the Annual Meeting of the Corporation.
A. - PRESIDENT - The
President shall be the chief executive officer of the Corporation, who shall
supervise the Corporation's affairs and activities, preside at all meetings
of the Board of Trustees, and may make monthly report thereon to the Board
of Trustees and the membership of the Corporation.
B. - VICE PRESIDENT
- The Vice President shall perform all duties of the President in his or her
absence or during his or her inability to act and shall have such other
duties as may be assigned by the Board of Trustees. The Vice President shall
be directly in charge of the internal and external growth of the Corporation
and for its membership and public relations.
C. - SECRETARY - The
Secretary shall keep minutes of all proceedings of the Corporation and of
the Board of Trustees and make a proper record of the same, which shall be
attested to by said Secretary. Said Secretary shall keep such books and
records as required by the Corporation and the Board of Trustees, to include
the Corporate Book.
D. - TREASURER - The
Treasurer shall have the custody of the funds of the Corporation, which may
come into his or her hands, and shall do with the same as may be ordered by
the Board of Trustees pursuant to the purposes of the Corporation to its
credit in such bank or depository as the Board of Trustees shall from time
to time designate. Said Treasurer shall submit to the Board of Trustees,
monthly, or whenever is required by such Board, or membership, a statement
of the financial condition of the Corporation, full and accurate accounts of
all monies received and paid by said Treasurer from the account of the
Corporation. Said Treasurer shall perform such other duties as may, from
time to time, be assigned by the Board of Trustees. The Treasurer shall
co-sign all corporate checks, together with the President and/or the Vice
President.
Section 2.
Term of Office: The elected Officers of the Corporation shall serve
one term that shall commence on the day of the Annual Meeting and shall end
on the day of the Annual Meeting the following year or until replaced.
Section 3.
Resignations: Any officer may resign at any time by giving written
notice to the Board of Trustees. Any such resignation shall take effect at
the time specified therein.
Section 4.
Removal: Any officer may be removed by the Board of Trustees, by a
two-thirds (2/3) affirmative vote, of the remaining Trustees, at any
meeting, the notice (or waiver of notice) of which shall have specified that
such removal was to be considered.
Section 5.
Vacancies: Any vacancy in office shall be filled by the Board of
Trustees by a majority vote, at any meeting where a quorum is present.
Section 6.
Bonding: The President and Treasurer and any other designated officer
shall be bonded in an amount and by a surety deemed sufficient and reliable
by the Board.
ARTICLE X
Fiscal Year
The fiscal year of
the Corporation shall be June 1 through May 31.
ARTICLE XI
Meetings
Section 1.
Meetings of the Corporation shall be held monthly and at other times at the
call of the President or by request of a majority of the Board of Trustees.
Annual and Special Meetings may also be called by ten (10) percent of the
members of the Corporation in good standing with the same express concern,
and upon proper notification as is outline in Section 4.
Section 2.
The Annual Meeting of the Corporation shall be held in February or March of
each calendar year as determined by a majority vote of the Board of
Trustees. Notice shall be in writing or by electronic media not less than
seven (7), but no more than sixty (60) days, before each meeting and subject
to any additional provisions in Section 6 herein.
Section 3.
At said Annual Meeting, the Board of Trustees of the Corporation shall be
elected by a majority of those attending or by proxy of members in good
standing voting threat.
Section 4.
For all Special Meetings of the Corporation and or the Board of Trustees,
the Secretary shall give notice stating the purpose, time, and place of said
Special Meeting, not less than ten days prior to such meeting, in the manner
as set forth in this Code of Regulations.
Section 5.
The Secretary shall give written notice of the Annual Meeting, with a list
of all candidates for Board of Trustees, not less than ten days prior to
said Annual Meeting, in the manner set forth in this Code of Regulations.
Section 6.
Notice of meetings shall be given in any of the following ways:
1) By orally informing each member and or Trustee of the meeting in person
or by telephoning not later than seven (7) days prior to such meeting;
2) By mailing written notice to each member and or Trustee, or by sending
notice by telegram, cablegram, radiogram, telex, or fax, postage and fees
prepaid, posted at least seven (7) days prior to such meeting date; or,
3) By publication in the local newspaper.
Unless otherwise
required by the Articles of Incorporation, this Code of Regulations, or the
laws of the State of Ohio, the notice of any meeting need not specify the
purpose or purposes thereof. Notice of any special meeting of the Board of
Trustees and/or Corporation may be waived by any Trustee and/or member,
either before, at, or after such meeting, in writing, by telegram,
cablegram, radiogram, telex, or fax. The attendance of any Trustee and/or
member at any meeting of the Board of Trustees and/or Corporation, without
protesting, prior to the commencement of such meeting shall be deemed to be
a waiver by such Trustee and/or member of notice of such meeting.
Section 7.
A simple majority of members of the Corporation in good standing, present at
an Annual Meeting or Special Meeting will constitute a quorum, provided the
necessary notification has been given. For the purposes of electing Trustees
and Officers only, members present at the Annual Meeting, in person and by
proxy, shall constitute a quorum.
Section 8.
Proxy: Any member entitled to vote at a meeting of the members may be
represented and vote threat by proxy appointed by an instrument in writing
subscribed by such member and submitted to the Secretary at or before such
meeting.
ARTICLE XII
Compensation
No part of the
receipts of the Corporation shall inure to the benefit of or be distributed
to its members, Trustees, Officers, or other private person, except that the
Corporation shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance
of the purposes set forth in ARTICLE III and IV hereof, or in furtherance of
any purpose or action duly authorized by the Board of Trustees.
Notwithstanding any other provision of these Articles, the Corporation shall
not carry on any activities not permitted to be carried on by a Corporation
exempt from Federal Income Tax under Section 501(c) 3 of the Internal
Revenue Code of 1986, as amended.
ARTICLE XIII
Loans
No loans shall be
contracted on behalf of the Corporation, and negotiable paper issued in the
name of the Corporation, unless expressly authorized by a two-thirds (2/3)
affirmative vote of the Board of Trustees, provided a quorum exists at such
meeting where such action is to be taken.
ARTICLE XIV
Indemnification
and Insurance
Section 1.
Indemnification: The Board of Trustees shall authorize the
Corporation to pay or reimburse any present or former Trustee, Officer or
employee of the Corporation for any judgments, fines, penalties, costs, or
expenses actually and necessarily incurred by him or her in any action, suit
or proceeding to which he or she is made a party by reason of his holding
such position if he acted in good faith and in a manner he reasonably
believed to be in, and not opposed to, the best interests of the
Corporation; provided, however, that he or she shall not receive such
indemnification if he or she be finally adjudicated therein to be liable for
negligence or misconduct in the performance of his or her duty to the
Corporation. The indemnification herein provided shall also extend to good
faith expenditures incurred in anticipation of, or preparation for,
threatened or proposed litigation. The Board of Trustees may in proper
cases, extend the indemnification to cover the good faith settlement of any
such action, suit, or proceeding, whether formally instituted or not. Such
action by the Board of Trustees for indemnification of any kind described
herein must be made by a majority vote of a quorum of Trustees who are not
parties to or threatened with the action suit or proceeding.
Section 2.
Insurance: The Board of Trustees of the Corporation may secure and
maintain, at the expense of the Corporation, such policies of insurance as
it may consider appropriate to insure any person who is serving or has
served as a Trustee, Officer or employee of the Corporation or who is
serving or has served at the request of the Corporation as a Trustee,
Officer, or employee of another Corporation against liability and expenses
arising out of any claim of breach of duty, error, misstatement, misleading
statement, omission, or other acts done or attempted solely by reason of his
being such Trustee, Officer, or employee of the Corporation.
ARTICLE XV
Dissolution
Upon the dissolution
of the Corporation, the Board of Trustees shall, after paying or making
provisions for the payment of all the liabilities of the Corporation,
dispose of all assets of the Corporation, exclusively for the purposes of
the Corporation in such manner, or to such organization or organizations
organized and operated exclusively for charitable, educational, religious,
or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)3 of the Internal Revenue
Code of 1986, as amended, as the Board of Trustees shall determine. Any
assets not so disposed of shall be disposed of by the Court of Common Pleas
of the County of Tuscarawas, or that County in which the principal office of
the Corporation at that time is located, exclusively for such purposes or to
such organization or organizations, as said court shall determine, which are
organized and operated exclusively for such charitable, educational,
religious, or scientific purposes.
ARTICLE XVI
Amendments
This Code of
Regulations may be amended by a two-thirds (2/3) vote in person or by proxy
of the members of the Corporation in good standing, present at a regular or
special meeting, provided the necessary notification has been given, and a
quorum is present.
This Code of
Regulations was adopted by a majority vote at the Board of Trustees 2004
Special Meeting.
IN WITNESS WHEREOF,
we, the currently elected Trustees of the Corporation, have hereunto
subscribed our names this 15 day of January, 2004
Tod P. Carper,
Trustee
Sandra Zorzi,
Trustee
Suzanne M. Moore,
Trustee
Mary J. Fox, Trustee
D. Darlyn Amodio,
Trustee
