Constitution

Article 1.  The name of the Society shall be the Solvay-Geddes Historical Society.  Its principal office is located in the Town of Geddes, County of Onondaga, State of New York.

Article 2.  The purposes of this Society shall be:

a.  to collect, research and catalog two and three-dimensional objects related to the Villages of Solvay and Geddes, the Town of Geddes and adjacent areas

b.  to gather and retain oral histories regarding the same

c.  to study and share these objects in order to promote an increased awareness of our town's history and the people who lived or live here

d.  to transmit the town's history through public meetings, exhibits, publications and any other means deemed appropriate, including a focus on teaching young people

e.  to promote the awareness, study and preservation of historic structures in our town

Article 3.  The Society is created and functions solely for educational purposes as specified in section 501(c)(3) of the Internal Revenue Code of 1954.  No part of the net earnings of the Society shall be used for the benefit of members, Trustees, Officers or other private persons.  However, the Society is allowed to pay reasonable compensation for services rendered and to make payments and distributions to further its exempt purposes.  No substantial part of the activities of the Society shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

Article 4.  Any person interested in the purposes of the Society shall be eligible for membership.  There will be five regular categories:  individual, senior, family, corporate and sustaining.

Article 5.  The Officers shall be President, Vice President, Secretary and Treasurer.  Each shall be elected for a term of two years.

Article 6.  Trustees shall also be elected for two-year terms.  The Officers, along with the Trustees, shall constitute the Board of Trustees.  The Board of Trustees will consist of no less than seven (7), and no more than fifteen (15) Trustees, including Officers.  The Town of Geddes Historian shall serve as a permanent member of the Board of Trustees.

Article 7.  All Officers and Trustees shall be elected by a majority of the votes cast at the annual meeting.  Two months prior to the annual meeting, a nominating committee shall be appointed by the President to name a slate to be presented at that meeting.  Ten days before the annual meeting the slate shall be presented to all members.  Additional members may be nominated from the floor at the annual meeting.  A candidate for election shall be an active Society member.  Officers and Trustees shall be installed at the annual meeting the night they are elected and shall serve until their successors have been duly elected and installed.  Officer and Trustee vacancies shall be filled by a special election at the next regular meeting, after due notice to the membership, following the meeting at which such vacancy was declared.

Article 8.  A Trustee may be removed for cause from office by two-thirds vote of the Board and the Board shall devise a process for appeal.

Article 9.  Any Trustee may at any time resign his/her office by giving a written resignation notice to the President one month before he/she wishes to resign which shall be effective at the time of its acceptance by the President of the Society.

Article 10.  This Constitution may be amended at any regular meeting by a two-thirds vote of those members present, providing that notice was given at a previous meeting.  A special meeting may be called for that purpose provided at least ten (10) days notice was given to members and two thirds of those attending approve the amendment or amendments.  All proposed amendments must be submitted in writing at least 30 days in advance of the vote.

Article 11.  The rules contained in Roberts Rules of Order shall govern the proceedings of the Society except as overridden by the Constitution or By-laws.

Article 12.  In the event that the Society is dissolved, and after the membership is notified, all of the remaining assets and property of the Organization shall, after all necessary expenses are paid, be given to one or more institutions which also have 501(c)(3) designation, keeping in mind the general purposes for which the Society was originally formed.

Article 13.  No Board member, Officer, Employee or Representative shall take any action which would result in loss of tax-exempt status or reclassification of the Corporation as a private foundation.

Article 14.  The Society shall indemnify its Trustees and Officers in the manner and to the full extent provided by the Not-for-Profit Corporation Law of the State of New York, and, except as provided in that law, the Society may provide additional indemnification pursuant to agreement, action of the Board of Trustees, or provision of this Constitution.

 

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