Allen County

Veterans Memorial Foundation

Allen County, Ohio

 

An Ohio non profit corporation

Operating under the provisions of Section 1702 of the Ohio Revised Code.

 

Charter Number 1758359

 

Bylaws

 

Revised March 2, 2017

 

These articles supersede all previous bylaws and amendments.

 

Article I

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:

  1. Construct and maintain War Memorials in Allen County, Ohio to honor those members of the U.S. Armed Forces from Allen County, Ohio who have died in the service of our country.

  2. Perpetuate the memory of U.S. Military Veterans.

  3. Do any and all acts and things necessary, proper or convenient to accomplish these purposes.

 

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.



Article II

Membership

 

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

 

  1. Board members shall be restricted to citizens from the community of honorable character. Admission to the Board of Directors shall be by a majority vote. Proof of honorable discharge for veteran members shall be required for admission. No one shall be admitted to the membership of the Board of Directors who is under current investigation for, or convicted of any felony or is a convicted sex offender. All board members must be U.S. Citizens.

     

  2. Nominees to the Board of Directors must agree to abide by the by-laws and all policies of the Foundation and support the goals and objectives of the Foundation as defined in these bylaws.

     

  3. All members shall sign a statement that they have read, understand and will comply with the terms of these bylaws.

 

 

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.

 

  1. All physical property, documents, photographs, and images, whether physical or electronic, received by, or in the name of, created for, or on behalf of the Foundation and meant for the exclusive use of the Foundation, shall remain the property of the Foundation and shall be surrendered to the Foundation upon member’s separation from the Foundation, including all copies thereof at the time of discharge or resignation (separation) of a member from the Foundation except those items the Foundation specifically determines to release to the member at the time of the separation of the member from the Foundation.

     

  2. Electronic files belonging to the Foundation as defined in Section 3.01.(B)(1) above which are stored on any device belonging to a member shall be surrendered and then removed, including all copies thereof from such device at the time of the member’s separation from the Foundation.

 

Article III

 

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.

 

Section 3.02:Offices

Offices of the corporation shall be as follows:

 

  1. President

  2. Vice President

  3. Treasurer

  4. Financial Secretary

  5. Recording Secretary

 

 

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:

 

  1. President or Vice President and Treasurer

  2. President or Vice President and Financial Secretary

     

Section 3.04: Terms

 

  1. Office holders shall be chosen from among the Board of Directors at the November meeting and may serve for a term of two years.

  2. All terms shall begin the first day of January and end on the last day of December.

  3. Elections to select office holders shall be held each year an officer's term expires.

  4. In the event an office holder's term is shortened, a special election shall be held to fill the remaining period of the term.

  5. Directors may serve successive terms for the office held without limitations.

 

 

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:

 

  1. Keep standard paper accounting of all income, expenses and assets.

  2. Do a monthly reconciliation of all bank accounts.

  3. Make disbursements as directed by the Board of Directors.

  4. Provide a financial report to the Board of Directors at least bi-monthly or whenever directed.

  5. Prepare any communications or filings regarding the corporation's finances as directed.

  6. Provide the corporation's accounting records for examination to the Board of Directors upon request.

  7. Establish checking and or savings accounts at such financial institutions as directed by the Board of Directors.

  8. Assists in the preparation of an annual audit of the corporation's finances.

  9. May appoint, with approval of the Board, one or more qualified non member assistants or a board member to assist in the performance of all or part of the duties of this office.



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:

  1. Disbursements to pay bills for purchases that had prior authorization.

  2. Disbursements to the President.

  3. Disbursements to a family member of the President.

  4. In case of disbursements to the President or a family member of the President, the authorization must be signed by another member of the Board of Directors who does not have a family relationship as defined in section 4.01 to the President or the person receiving the disbursement.

 

Section 3.08: Financial Secretary

 

The duties of the Financial Secretary will be determined by the Board of Directors and will include the following:

 

  1. Receive and deposit contributions to the corporation's bank accounts.

  2. Keep a paper journal of all income including the amount, designation, event, as well as the source name and address if known.

  3. Assist the treasurer with the corporation's financial reports.

  4. Prepare any communications or filings regarding the corporation's income as directed.

  5. Provide the corporation's income records for examination to the Board of Directors upon request.

  6. Assist in the preparation of an annual audit of the corporation's finances.

  7. May appoint, with approval of the Board, one or more qualified non member assistants or a board member to assist in the performance of all or part of the duties of this office.

 

Section 3.09: Recording Secretary

 

The duties of the Recording Secretary will be determined by the Board of Directors and will include the following:

  1. Cause the minutes of all Board and Executive Committee meetings and proceedings to be recorded and ensure their accuracy and availability. The minutes shall contain the following:

  1. date, time, location of meeting.

  2. list of those present and absent.

  3. list of items discussed.

  4. list of reports presented.

  5. text of motions presented and description of their disposition.

  6. when necessary, a summary of discussion, rationale for decision, names of those participating in the discussion, and the roll call, noting any declared dissent or conflicts of interest.

  7. have enough information to help absent directors and members understand what issues were discussed and what decisions were made.

     

  1. Shall sign a copy of the final, approved minutes and ensure that this copy is maintained in the corporate records.

  2. Shall receive mail addressed to the corporation and distribute to the appropriate office. Checks and cash received shall be recorded including date received, who from, amount, check number, and date transferred to the financial secretary for deposit.

  3. Be the custodian of records and to that end will ensure that the documents of the corporation are maintained as required by law.

 

Section 3.09: Recording Secretary Continued on next page

 

 

Section 3.09: Recording Secretary Continued

 

  1. Ensure that official records of members of the corporation. are maintained and that these records are available when required for reports, elections, referenda, other votes, etc

  2. Ensure that accurate and sufficient documentation exists to meet legal requirements.

  3. Enable authorized persons to determine when, how, and by whom the Board of Directors business was conducted.

  4. Ensure that an up-to-date copy of the bylaws is available at all meetings.

  5. Be responsible for the general correspondence of the Board of Directors except for such correspondence assigned to others.

  6. May be designated by the Board of Directors as one of the signing officers for certain documents. In this capacity, the secretary may be authorized or required to sign or countersign checks, correspondence, applications, reports, contracts or other documents on behalf of the corporation.

  7. Maintain a copy of all disbursement requests.

  8. May appoint, with approval of the Board, one or more qualified non member assistants or a board member to assist in the performance of all or part of the duties of this office.

 

 

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.

 

Article IV

Family Members on the Board of Directors

 

Section 4.01: Definition of Family Relationships

 

For the purpose of these bylaws a family relationship exists as defined by the I.R.S. pertaining to non-profit corporations as follows:

 

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:

 

  1. President and Vice President

  2. President or Vice President and Treasurer

     

A temporary exception to these limitations may be permitted in the event of an office vacancy until a new appointment can be made.

 

Article V

Meetings

 

Section 5.01: Meetings and Quorum Requirements

 

  1. Meetings shall be held bimonthly.

     

  2. An annual meeting of the Board of Directors shall be held for the consideration of reports at the earliest convenient date after the close of each fiscal year but no later than the first Monday of the fourth month as required by Ohio Law.

     

  3. The corporation's bylaws and policy statements shall be reviewed at the annual meeting.

     

  4. Meetings may take place in person or by other means of communication.

     

  5. A quorum shall consist of the majority of the board and shall be required to conduct business at meetings.

 

Section 5.02: Voting

 

  1. All board members shall have no more than one vote in all matters.

  2. In the event a family relationship exists, as defined in section 4.01, between board members, each member of said family shall have a fraction of the vote so that the sum of the votes of all members of the same family shall equal no more than one vote.

  3. Any board member may request that a secret vote be taken.

  4. Voting may not be done by proxy.

 

 

Article VI

Projects and Activities

 

Section 6.01: Projects and Activities

 

  1. The Allen County Veterans Memorial Foundation shall not engage in any projects, activities or exercise any powers that are not in furtherance of the purposes of the corporation as specified in these bylaws and restrictions governing 501(c)(3) organizations.

     

  2. All projects and activities must have the approval of a majority of the Board of Directors. Any member of the Board of Directors absent from the discussion of any project or activity shall have the opportunity to express consent or dissent before a final vote to authorize the project or activity. The final vote for the project or activity must include votes from all members of the Board of Directors.

 

AMENDED: MAY 8, 2014 ADDED 6.01:c MODIFIED JULY 24, 2014

 

  1. Any board member who has been duly informed of a proposed project or activity that has not provided their vote in 5 business days may, at the discretion of the president, have their vote forfeited. For projects and activities that must have immediate board approval, and the cost for the project or activity does not exceed $200.00, this time may be reduced to two days. The project or activity may then proceed if it has a majority vote of the Board of Directors with the missing votes considered to be an abstention in absentia.

     

    Reason for the proposed language change was presented as follows.:

     

    NOTE: (By David Paxton, President ) While I believe it is always in the best interest of the Foundation to have the input and votes from all members. The change to the bylaws you already approved was a necessary step to keep the Foundation functioning in some situations. It is my view that extra efforts to get input from all members is vital for some projects and I would pursue that course before exercising any discretionary authority to declare a members vote forfeited. The reason for this requested change to the language we adopted is that the adopted language does not permit the president to declare the missing vote forfeited without the rest of the boards approval which would require the president to contact the board members again unnecessarily after they already approved the project. In addition, some activities are not of such nature that waiting 5 days is necessary for the board to safely and prudently proceed.

 

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.

 

 

 

Article VII

Advisory Board

 

 

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.

 

Article VIII

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.

 

Article IX

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.

 

Article X

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.



 

By: ___________________________________________

Kathleen G. Paxton, Recording Secretary