PHHS By-Laws

PHHS By-Laws

ARTICLE 1:  Membership and Dues:

SECTION 1:  Anyone interested in the history of the Parma Hilton area who applies for membership and who tenders the necessary dues shall thereby become a member.

SECTION 2:  There shall be four (4) levels of membership as follows:a) Honorary Member with no annual dues.

  1.  Associate Member with an annual dues.
  2.  Regular Member with an annual dues.
  3.  Individual Lifetime Member for one time fee.
  4.  Family of two (2) in the same household with an annual dues.

SECTION 3:  Dues amounts shall be determined yearly at the annual Budget Meeting.  Results shall be recorded in the meeting minutes and in the Policy Manual.

SECTION 4:  Dues are to be paid annually on or before May 31st.

SECTION 5:  Honorary memberships may be awarded to any person, or group of persons, whose activities have greatly contributed to the objectives of the society upon nomination and a majority vote of the Trustees.  Honorary membership is for a period of life, or one (1) year, depending on the nomination criteria.

SECTION 6:  Membership Periodic Notifications of Society Activities:

  1.  Periodic Notifications shall be sent via e-mail (preferred) or USPS mailings.
  2.  Periodic notifications shall go to all Regular, Lifetime and Honorary members.
  3.  One annual notice shall be sent to Associate members notifying them of the Annual Banquet along with a dues notice.

ARTICLE II:  Schedule and Quorum for Meetings:

SECTION 1:  There shall be a minimum of 10 regular membership meetings per year.

SECTION 2:  The Annual Meeting shall be held in April.

SECTION 3:  Special Meetings may be called by the President with proper notification of the membership.

SECTION 4:  Ten percent (10%) of the paid membership shall be considered a quorum.

SECTION 5:  The Board of Trustees shall meet monthly.  Special meetings of the Board of Trustees may be called by the Chairman of the Board with proper notification of the Trustees.  At any meeting of the Board of Trustees, eight members shall constitute a quorum unless otherwise defined.

ARTICLE III:  Officers and Duties:

SECTION 1:  Elected officers shall be the President, Vice-President, Secretary and Treasurer, all of whom shall be elected for a term of one year.  No two (2) family members may be on the Board or serve as an officer at the same time to avoid conflict of interest.  The President and Secretary shall not be the same person.

SECTION 2:  The officers of the society shall also serve as Trustees, and along with the elected Trustees, shall constitute the Board of Trustees for the society.   The Board of Trustees shall have the power, by a 2/3 vote, to increase the number of trustees to no more than sixteen (16), nor less than eight (8).

SECTION 3:  Normally eight (8) trustees shall be elected for a period of three years.  The three year periods shall be staggered so that roughly three trustees are elected annually.

SECTION 4:  The President shall have executive supervision over the activities of the society within the scope of these By-Laws.  He or she shall preside at all monthly and special meetings of the society.  He or she shall appoint the members of committees and delegates not otherwise called for.

SECTION 5:  The Vice-President shall assume the duties of the President in the event of his absence, incapacity or resignation of the office of President.

SECTION 6:  The Secretary shall keep official minutes of the meetings of the society and of the Board of Trustees, maintain a list of members and renders an annual report.

SECTION 7:  The Treasurer shall be responsible for the safe keeping of the society funds and for maintaining adequate financial records and the annual budget.  He or she shall deposit all monies received, in a reliable banking institution, in the name of the Parma Hilton Historical Society.  Monies shall be paid out by numbered checks signed by the Treasurer or the President or a designated Trustee.  The Treasurer shall render monthly reports and a year end annual report to the Trustees.  The society’s fiscal year shall be June 1 to May 31.

SECTION 8:  The Board of Trustees shall have the power to supervise the affairs of the society.  The Board of Trustees shall decide questions of policy that for any reason cannot be acted upon at a meeting of the society.  The Board of Trustees will elect its own Chairman of the Board who will conduct all Board of Trustee meetings, unless absent, and then any Trustee present can be selected to run the meeting.

SECTION 9:  Officers or Trustees may be removed by vote of two-thirds of the Board of Trustees, with or without cause, at any time, provided there is a quorum of not less than three-fourths of the entire Board of Trustees.

SECTION 10:  Any Officer or Trustee may resign at any time by giving written notice to the Board of Trustees, the President or Secretary.  Any such resignation is subject to approval by a two-thirds affirmative vote of the Board of Trustees at any regular or special meeting of the Board.

SECTION 11:  A vacancy in any office of the corporation shall be filled by the action of the Board of Trustees, provided there is a quorum of not less than three-fourths of the entire Board of Trustees.  Filled positions shall be for the period ending the normal term length of the vacated office.

SECTION 12:  The Town of Parma Historian and/or the Village of Hilton Historian, may be named, by the Board of Trustees, full members of the PHHS Board of Trustees in recognition of their contributions and dedication to local history and the goals of the PHHS.  The appointment shall be for their term of office as Historians or as determined by the Board.

SECTION 13:  At the June Board meeting the Board of Trustees shall appoint a Museum Curator and an Assistant Museum Curator, both with voting rights, for a one year term.  The Curator is responsible for the day-by-day operations of the museum, it’s public opening activities and as further detailed in PHHS document “Duties of the PHHS Museum Curator as Organized with a Registrar,” E. Gable, 12/29/2016.  The Curator(s) operate at the pleasure of the Board of Trustees.

SECTION 14:  At the June Board meeting the Board of Trustees shall appoint a Museum Registrar, with no voting rights, for a one year term.  The PHHS Museum Registrar is responsible for the technical administration of the museum artifact collection, the generation and maintenance of computer records and the administration of donor letters and Certificates of Gift and other duties as further defined in PHHS document “Position of Museum Registrar,” E. Gable, 12/19/2016.  The Registrar operates at the pleasure of the Board of Trustees.

ARTICLE IV:  Committees:

SECTION 1:  The President may appoint as many standing committees as may be deemed advisable for administering society functions and activities.

SECTION 2:  Special Committees may be appointed by the President as the occasion requires with proper notification.

SECTION 3:  The following committees are mandatory and appointed thusly:

  1. a) A Nominating Committee shall be elected by the Trustees at their February meeting. The Nominating Committee shall prepare a slate of officers and trustees for the ensuing year.  The committee’s slate shall be presented to the Board of Trustees for their approval at the March Board meeting and then presented to the membership at the April society meeting for additional nominations from the floor and for final voting.
  1. b) A Budget Committee shall be appointed by the President at the May Trustee’s meeting. The Treasurer shall always be a member of the committee.  The Budget Committee shall always solicit budgetary input from those people having budget line item responsibility.  The Budget Committee shall recommend, for Board approval, the annual dues structure.
  1. c) A Program Chairman, and if needed an assistant to act as Publicity Chairman, shall be decided upon at the May Trustees meeting.
  1. d) A Membership Committee Chairman shall be appointed annually, at the May Board Meeting, to run the membership affairs of the society, to include preparation of accurate membership records and dues payments received.

ARTICLE V:  Parliamentary Authority:

SECTION 1:  The rules contained in Robert’s “Rules of Order” shall govern the proceedings of the society except in such cases as are governed in the By-Laws.

ARTICLE VI:  Amendments to the By-Laws:

SECTION 1:  These By-Laws may be amended at any regular meeting of the society by a two-thirds vote of those present, provided written notice was given at the previous meeting or sent via an established email or USPS mail.  Amendments may also be made at a special meeting for that purpose with a 2/3 affirmative vote and after a proper notice to the membership.

File:  PHHS_ByLaws_Feb_2013_D.doc

Prepared by E. Gable  10/29/2012

Revision D  4 Feb 2013

Revision E, 21 Mar 2013

Approved by the Board of Trustees 27 March 2013

Revision F, 2/17/2017, Adds position of Registrar, increases the Trustees to 16, and other minor clarifications, Approved by Trustees 2/22/2017

Approved by Membership at regular meeting on 10 Apr 2017