CONSTITUTION OF THE BEXLEY HISTORICAL SOCIETY Founded 1974 Incorporated August 1974 Constitution Revised 1999, 2013 Article

I Name of Organization The name of the organization shall be the Bexley Historical Society, a non-profit corporation, hereinafter called the Society. Article II Purposes The Bexley Historical Society is an educational association. It seeks to promote interest and pride in the historical development of the community and in the accomplishments of its citizenry. It endeavors to assemble and preserve a valuable store house of materials, including such things as artifacts, memorabilia, photographs, interviews, and genealogical records which are relevant to the heritage of the Bexley Community. Article III Membership Membership in the Society shall be open to any individual, family living in the same household, corporation, partnership, or association who is interested in promoting the purposes of the corporation. The Board shall set the annual dues and shall determine when payable. Article IV Annual Meeting An Annual Meeting of the members of the Society shall be held on the second Monday in June of each year or such other date as may from time to time be designated by the trustees. At that time, election of trustees and presentation of an annual report concerning the activities of the Society during the prior fiscal year shall take place. Elections of trustees may, when authorized by the Board, be conducted by mail. Article V Board of Trustees Section 1. Board of Trustees: The Board of Trustees, hereinafter called the Board, shall consist of fifteen voting trustees and may include an ex officio trustee from each of the following: City of Bexley, Bexley Board of Education, Bexley Public Library, Capital University, Columbus School for Girls, and St. Charles Preparatory School. There may also be designated ex officio trustee emeritus members. Section 2. Board of Trustees Term: The fifteen voting trustees shall be divided into three classes, each class being elected in successive years to serve a three-year term. Section 3. Trustee Nominations: Prior to the election of trustees, the President, with the approval of the Board, shall appoint a Nominating Committee. This committee shall nominate one candidate for each trustee position to be elected by the members. Names of the nominees shall be provided to all members of the Society along with the notice of the Annual Meeting. Section 4. Additional Candidates: Additional candidates for election as trustees may be nominated at the Annual Meeting by any member entitled to vote thereat. If no additional nominations are made, the election of trustees shall be by voice vote. If additional nominations are received at the Annual Meeting, the election of trustees shall be conducted by written ballot. Section 5. Election: All trustees shall be elected by a plurality of votes cast at the Annual Meeting. Section 6. Installation: Trustees shall take office at the close of the Annual Meeting at which they are elected and shall serve until their successors have been duly elected and installed. Section 7. Removal or Resignation: Any trustee may be removed from office at any annual or special meeting of the members by the vote of two-thirds of the voting members. No person removed as a trustee by a vote of the members shall thereafter be eligible for election as a trustee. If any trustee shall be removed, resign, or for any reason, cease to be a trustee, the remaining trustees by an affirmative vote of the majority thereof, though less than a quorum, may elect a trustee to fill such vacancy. Such trustee shall hold office until the expiration of the term of the class to which such trustee has been elected. Article VI Officers of the Board Section 1. Officers: The officers of the Society shall be elected from the Board by the trustees. There shall be a President; VicePresident; Secretary; and Treasurer and such other assistant officers as the Board of Trustees may deem necessary for the operation of the Society. Section 2. Officers Term: All officers shall be elected for a term of one year. Section 3. Installation: Officers shall take office at the close of the election.

Article VII Board Meetings Section 1. Board Meetings: The Board shall hold regularly scheduled monthly meetings at a time and place to be determined by the Trustees. Section 2. Special Meetings: Special meetings of the Board shall be held whenever called by the President or requested by a majority of the Board members. Upon the delivery of a request in writing to the President or Secretary and signed by a majority of the Board members, it shall be the duty of the President or Secretary to give notice to members in accordance with the Constitution. If such request be refused, then the trustees making such request may call a meeting by giving such notice. Section 3. Notice of Meetings: The President or Secretary shall cause written notice of the time and place of all meetings. The Board shall be duly served upon or sent notice of the meeting not less than three (3) days nor more than twenty (20) days before any such meeting. Article VIII Quorum and Voting Quorum and Voting: At all meetings of the Board a majority of all the voting trustees actually in office at the time shall constitute a quorum. The act of a majority of trustees present at any meeting at which there is a quorum shall be the act of the trustees, except as otherwise provided by law or by this Constitution. Article IX Conduct of Business Roberts Rules of Order shall be recognized as a guide governing all meetings of the Board. Article X Bylaws The Board of Trustees shall maintain a set of Bylaws to govern the detailed functioning of the Society and Board of Trustees beyond what is stated in this constitution. Article XI Compensation Trustees, as such, shall not receive compensation for their services; provided, however, that nothing in this section shall be construed to preclude any trustee from serving the corporation in any other capacity and receiving compensation therefore or from receiving reimbursement for expenses incurred in connection with the performance of his duties as a trustee of the corporation. Article XII Distribution of Assets Upon Dissolution In the event of dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government or to a State or local government for a public purpose.

Article XIII Amendment This constitution may be amended at the Annual Meeting or a special meeting of the members of the Society by a two-thirds () vote of those voting, provided notice was given prior to the meeting. All proposed amendments shall be submitted in writing.

BYLAWS OF THE BEXLEY HISTORICAL SOCIETY Revised September 2011 NO. 1 Motto The motto of the corporation shall be: It is not so much that we are afraid we shall forget as that we are enriched by remem bering. (Edie Mae Herrel, author) NO. 2 Membership and Dues Section 1. Any person interested in the purposes of the organization who applies for membership in an appropriate classification of membership and who tenders the necessary dues shall there by become a member. Section 2. Annual dues for a household shall be twenty-five dollars ($25.00). Section 3. Annual dues for a senior household shall be fifteen dollars ($15.00). Section 4. Annual dues for a business or organization shall be twenty-five dollars ($25.00). Section 5. Annual dues for supporting members shall be fifty dollars ($50.00). Section 6. Annual dues for patron members shall be one-hundred dollars ($100.00) Section 7. Annual dues shall be payable in advance and members in arrears more than six (6) months after payment is due shall be dropped from membership. NO. 3 Duties of Officers and Trustees Section 1. Duties of the President: The President shall be the Chief Executive Officer of the Society and shall in general supervise the business and affairs of the Society. The President shall preside at all meetings of the members and shall act as Chair of the Board. The President, with the advice of the Board, shall name all committee members who shall serve until the committees assigned task is completed. The President shall be an ex officio member of all committees except the Nominating Committee. Section 2. Duties of the Vice-President: The Vice-President shall act as first assistant to the President in the performance of the Presidents duties and such other duties as may be assigned by the President or the Board. In t he absence of the President, the VicePresident shall perform the duties of the President, and when so acting, shall have all power of and be subject to all restriction upon the President. Section 3. Duties of the Secretary: The Secretary shall keep the minutes of all member and Board meetings; see that all notices are given in accordance with this Constitution and By-laws; be responsible for issuance of correspondence on behalf of the Society; and in general, perform all duties of the Office and such other duties as may be assigned by the President or by the Board. Section 4. Duties of the Treasurer: The Treasurer shall be responsible for all funds and securities of the Society from all sources; make deposit of all such monies in the name of the Society in such banks, trust companies, or other depositories as shall be determined by the Board; be responsible for all dues billings and collections unless this duty has been assumed by a Membership Chairman; maintain a current roster of the membership with, if applicable, the Membership Chairman; be responsible for submitting all tax returns; with the advice of the Board, shall establish a yearly Budget to be presented to the Board for their vote within sixty (60) days of the new fiscal year; and shall perform such other duties as may be assigned by the President or by the Board. Section 5. Trustees: The Board of Trustees shall have the power to conduct all affairs of the Society. The Board shall select candidates for office, pursuant to the constitution. The Board of Trustees shall decide questions of policy and perform such other function as designated in the bylaws or otherwise assigned to it. NO. 4 Board Meetings Meetings of the Board shall be held the second Monday of each month, until and unless changed by the Board. NO. 5 Committees Section 1. Standing Committees: The society shall have the following Standing Committees: Collections and Museum: Shall be responsible for collecting, cataloging and caring for all materials In the Societys collection; for arranging museum exhibits and the historic interpretation of said exhibits; and for the care of museum quarters. Development: Shall be responsible for fund raising projects and/or programs. Membership: Shall be responsible for sending notices to members concerning dues; acknowledging dues received; devising membership campaigns; and maintaining the membership roster. Responsible for all membership drives, dues billings and collections; recording of donation, and maintaining a current roster of the membership and other contacts. Newsletter: Shall be responsible for all aspects of producing a newsletter. This may include the printing and mailing of same. Office: Shall be responsible for the maintenance of all tasks normally associated with the business of maintaining

an office such as but not limited to filing, answering messages, maintaining supplies and general office order. Program and Hospitality: Shall be responsible for arranging suitable programs; for setting time, place and date of program. Section 2. Special Committees: The Society shall have the following Special Committees: Audit: An Audit Committee shall review the financial records of the society annually. The Treasurer shall supply the Audit Committee with all necessary records but shall not be a member of the committee. Budget: A Budget Committee shall establish the societys annual budget. The Treasurer shall chair the committee. The budget shall be approved by Board vote. Nominating: A Nominating Committee shall be responsible for making nominations for trustees and officers. This committee shall consist of three trustees appointed by the President with the approval of the Board. Rules: Shall provide to the Board suggested wording for any changes to the Soci etys governing document. Section 3. Other Committees: Other committees, standing or special, may be appointed by the President as directed by the Board. NO. 5 Budget and Reimbursement Section 1. Budget: All Officers and Trustees shall adhere to the budget established by the Budget Committee and voted on by the Board. Any expenditure beyond that established by the Budget shall be presented for Board vote. Committees deemed necessary by the Board and created for a specific purpose, shall submit their budget for Board vote prior to making any expenditures. Section 2. Reimbursement: Debts accrued by Board members shall be submitted for reimbursement during the fiscal year the expenditures occurred. NO. 6 Fiscal Year The Board shall establish the Societys fiscal year. Until and unless changed by the Board, the fiscal year of the Society shall be from January 1 to December 31. NO. 7 Indemnification Section 1. Indemnification: The Society shall indemnity any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a trustee, officer, employee, or agent of the Society against expen ses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Society, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful Section 2. NO. 7 Section 1 Not Exclusive: The indemnification provided by NO. 7, Section 1. Shall not be deemed exclusive of any other right to which those seeking indemnification may be entitled under any agreement, vote of disinterested trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. NO. 8 Amendment to the Bylaws These bylaws may be amended at any regular or special Board meeting by a two-thirds () vote of those voting, provided notice was given at the previous meeting. All proposed amendments shall be submitted in writing by the Rules Committee.