Friends of Cornell School
Revised June, 2016
The name of this organization shall be Friends of Cornell School.
The Organization is nonprofit. The objectives of the Friends of Cornell School are:
Membership and Dues
Membership in the Organization shall be open to all individuals interested in the purpose and objectives of the Organization. Membership dues, as determined by the Board of Trustees (BOT), shall be assessed on an annual basis.
An annual meeting of this Organization shall be held on a date in December determined by the BOT 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 BOT. The business transacted at any called meeting shall be limited to that stated in the call.
Five 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 in at least one of the following ways: Email, the FCS website, or telephone.
Meetings for the promotion of historical interest may be arranged periodically.
Board of Trustees
The BOT shall consist of nine members of the Organization, including the President. Trustees must be members in good standing.
The BOT, the policy making body of the Organization, shall conduct all business between annual meetings. None of the BOT’s acts shall conflict with action taken by the Organization or with its stated objectives.
The BOT 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 BOT may be called by the President or upon written request of five members of the BOT. Two days notice shall be given for a called meeting and business transacted at any such meeting shall be limited to that stated in the call.
Five members of the BOT shall constitute a quorum to conduct business at any regular or called meeting.
The officers of the Organization and the BOT shall be a President, a Vice President, a Secretary, and a Treasurer and should be elected from the BOT.
The President shall be the chief executive officer and shall preside at all meetings of the Organization and of the BOT. The President shall appoint all committees, except the Nominating Committee, and shall be an ex officio member of all committees except the Nominating Committee.
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 BOT, shall notify the officers of their election and committees of their appointment, and shall keep a roll of attendance at BOT meetings.
The Treasurer shall receive all funds of the Organization and shall deposit them in such bank or banks as the BOT may designate. He/she shall disburse these funds as directed by the BOT and make reports to the BOT at each meeting. He/she shall make an annual report to the Organization. Upon request the President may appoint an assistant to the treasurer.
At a regularly scheduled meeting of the BOT three months prior to the annual meeting of the Organization, a Nominating Committee of three shall be chosen. One member shall be appointed by the President and two members, one from the BOT and one from the general membership, shall be elected by the BOT.
It shall be the duty of this committee to nominate at the annual meeting three members to serve on the BOT and candidates for the office of President of the Organization. Additional nominations can be made from the floor provided the consent of the nominee or nominees has first been obtained.
It shall be the additional duty of this committee to nominate from the BOT, at the first meeting of the BOT following the annual meeting, candidates for the offices of Vice President, Secretary, and Treasurer. Additional nominations may be made from the floor provided the consent of the nominee or nominees has first been obtained.
The election of members of the BOT 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 BOT 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 BOT shall elect a replacement, who shall serve until the next annual meeting.
Absence of any member of the BOT from fifty percent of the regularly scheduled BOT meetings within the year shall be considered resignation from the BOT In this event, the BOT shall elect a replacement to serve until the next annual meeting.
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 BOT at which they are elected.
The term of office for members of BOT 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.
Honorary Board Members
The BOT may elect to honorary membership on the BOT 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 BOT except the right to attend meetings of the Trustees and enter into such discussions as may be before them.
Committees of the Organization, both standing and ad hoc, shall be designated by the BOT and all, except the Nominating Committee, shall be appointed by the President.
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. Those 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 BOT by the Vice President. Monetary contributions will be acknowledged by the Treasurer.
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) one week prior to the meeting. Amendments shall take effect at the close of the meeting at which they have been adopted.
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.
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.
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