Veterans Memorial Foundation
Allen County, Ohio
An Ohio non profit corporation
Operating under the provisions of Section 1702 of the Ohio Revised Code.
Revised March 2, 2017
These articles supersede all previous bylaws and amendments.
Name, Location and Purpose
Section 1.01: Name
The corporation shall be known as: ”Allen County Veterans Memorial Foundation”.
Where used herein, the terms “The Foundation” or “The Corporation” shall refer to the Allen County Veterans Memorial Foundation.
Section 1.02: Location
The place in Ohio where the principle office of the corporation is located is the city of LIMA and the county of ALLEN. Other offices may be established as necessary to conduct the business of the corporation.
Section 1.03.(A): Purpose
The Allen County Veterans Memorial Foundation’s purpose is to:
The construction of an Allen County War Memorial shall be our primary objective. Initially all activities and fund raisers will be dedicated to accomplishing that goal. Other veterans memorials may be constructed throughout Allen County, Ohio. Public events such as lectures, parades, memorial celebrations, and patriotic activities may be used to promote the purpose and goals of the corporation. The Allen County Veterans Memorial Foundation may use printed material, television, newspaper, radio and the internet to further its purpose. The corporation will conduct fund raisers, seek donations from individuals and corporations to construct and maintain the memorial(s).
Section 1.03.(B): Non Profit Nature
The Allen County Veterans Memorial Foundation is a non-profit corporation organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 1.04: Earnings
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, 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 First hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation 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 the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2.01: Membership
Membership in the Allen County Veterans Memorial Foundation shall consist of the Board of Trustees who shall serve as the Foundation's Board of Directors. The Board of Directors shall consist of no less than 3 members as required by Ohio law. The Foundation shall endeavor to have U.S. Armed Forces Veterans as the majority of its Board of Directors.
Section 2.02: Qualifications to Admission to the Board of Directors
Section 2.03: Removal of Office Holder or Board Member
Any office holder or board member may have his office vacated and or be discharged from the Board of Directors by a majority vote of the remaining Board of Directors.
Section 2.04: Duties of Member Upon Separation From the Foundation.
Board of Directors, Offices and Non Member Appointments
Section 3.01: General Powers, Membership and Responsibilities
The Allen County Veterans Memorial Foundation shall be governed by a Board of Directors, and shall have all of the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the laws of Ohio governing Non-Profit corporations. The Board of Directors is responsible for overall policy and direction of the corporation. The Board of Directors shall establish policies and directives governing business and programs of the corporation and shall delegate to the President and corporation staff, subject to the provisions of these bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
Offices of the corporation shall be as follows:
Section 3.03: Combining Offices
Per Ohio law a board member may hold more than one office, however, the Allen County Veterans Memorial Foundation shall place self imposed restrictions. Members shall not be permitted to hold or perform the duties of a combination of the following offices except for a period of time required to elect another board member to the vacant office:
Section 3.04: Terms
Section 3.05: President
The President shall also serve as the Chairman and Chief Executive Officer. He shall preside at meetings and have the power to call meetings. The President shall be responsible for the leadership of the Board of Directors in discharging its powers and duties and shall, in general, supervise all of the business and affairs of the corporation. The President may sign contracts and other instruments on the corporation's behalf. All contracts must be approved by a majority vote of the Board of Directors. The President shall have such other powers and perform such other duties prescribed for by the Board of Directors.
Section 3.06: Vice President
Assists the President in carrying out his duties. In the absence or disability of the President, the Vice-President shall perform the duties of the President. When so acting, the Vice-President shall have all the powers of the President. The Vice-President shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the President.
Section 3.07: Treasurer
3.07.(A) The duties of the Treasurer will be determined by the Board of Directors and will include the following:
3.07.(B) Any disbursement request to the Treasurer for reimbursement of expenses related to the performance of service or purchase of items for the Foundation must be accompanied by receipts and maintained by the Treasurer. The Foundation may deny any request for purchases that have been made without prior approval.
3.07.(C) Authorized persons using the Foundation's credit or A.T.M. card for purchases shall have prior approval from the board and shall turn all receipts over to the Treasurer with detailed information as to the amount and what was purchased. Items needed for the general day-to-day operation of the Foundation up to a certain dollar amount to be determined by the Board of Directors shall not need prior approval.
3.07.(D) The Treasurer must have and maintain an authorization signed by the President of the Board of Directors or his designated appointee for all disbursements except for:
Section 3.08: Financial Secretary
The duties of the Financial Secretary will be determined by the Board of Directors and will include the following:
Section 3.09: Recording Secretary
The duties of the Recording Secretary will be determined by the Board of Directors and will include the following:
Section 3.09: Recording Secretary Continued on next page
Section 3.09: Recording Secretary Continued
Section 3.10: Non Member Appointments.
The President may nominate non member office appointments to perform duties necessary and or convenient for the operation of the corporation. The appointment must be approved by a majority vote of the Board of Directors. Non member appointees will have no voting rights.
Family Members on the Board of Directors
Section 4.01: Definition of Family Relationships
“The individual's spouse, ancestors, children, grandchildren, great grandchildren, siblings (whether by whole or half blood), and the spouses of children, grandchildren, great grandchildren, and siblings.”
All board members are required to disclose any relationship they have to a nominee before a vote is taken on the appointment.
Section 4.02: Limitations of Family Member Office Holders
Members of the same family may not hold both the offices of:
A temporary exception to these limitations may be permitted in the event of an office vacancy until a new appointment can be made.
Section 5.01: Meetings and Quorum Requirements
Section 5.02: Voting
Projects and Activities
Section 6.01: Projects and Activities
AMENDED: MAY 8, 2014 ADDED 6.01:c MODIFIED JULY 24, 2014
Section 6.02: Fund Raising
The Allen County Veterans Memorial Foundation shall consult with a qualified consultant before conducting any fund raising activities to prevent it from engaging in any type activity that would jeopardize the the tax exempt status of the corporation. The Foundation shall not sponsor or conduct BINGO gaming.
Section 7.01: Advisory Board
In an effort to have input and oversight from the community, the Board of Directors may, at its discretion, appoint persons to an advisory board for the specific purposes and period of time to be determined. The Board of Directors will attempt to appoint members from a diverse cross section of the community both male and female with varying areas of expertise. In order to have access to the most qualified persons, the Board of Directors may select some members to serve on the advisory board who are not residents of Allen County or the State of Ohio. Advisory board members will be non-member appointments and shall have no voting rights.
Policies of the Foundation
Section 8.01: Conflict of Interest
The Allen County Veterans Memorial Foundation shall maintain a conflict of interest policy. All members of the Foundation shall receive a copy and sign a statement they have read, understand and will comply with the policy. The policy shall be reviewed at the annual meeting.
Section 8.02: Document Retention
A document retention policy shall be used to determine what documents of the corporation are to be maintained and their retention period. The minimum document retention period for legal documents shall comply with state and federal law. The policy shall be be reviewed at the annual meeting.
Section 8.03: Donation Acceptance
A donation acceptance policy shall be used to protect the corporation from accepting donations which may have a negative impact on the tax exempt status or integrity of the corporation. The policy shall be be reviewed at the annual meeting.
Dissolution of the Foundation
Section 9.01: Dissolution
Dissolution of the corporation shall require a majority vote of the Board of Directors.
Section 9.02: Disposing of Assets
Upon the dissolution of the Allen County Veterans Memorial Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the 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. (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine, or shall be distributed to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Amendments and Changes to Bylaws
Section 10.01: Amendments and Changes
These bylaws may be amended or changed by a majority vote of the Board of Directors.
These bylaws were approved by the undersigned Board of Directors on __________________
David E. Paxton, Sr. ______________________________________________
Burlin Sherrick ______________________________________________
Marvin Foster ______________________________________________
Now comes Kathleen G. Paxton, the duly elected secretary of this corporation certifying that the above is a true and correct copy of the bylaws as adopted by the Board of Directors of the Allen County Veterans Memorial Foundation at a duly called meeting that was held in accordance with the laws of the state of Ohio and the bylaws of this corporation on July 24, 2014.
IN WITNESS THEREOF, I have affixed my name as secretary of this corporation.
Kathleen G. Paxton, Recording Secretary