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Southwest Franklin County Historical Society Bylaws

The Southwest Franklin County Historical Society, Incorporated

BYLAWS

Approved:   2013

Article I

Name of Organization, Office Location, Fiscal Year

Section 1: The name of the organization shall be the Southwest Franklin County Historical Society, Inc., hereinafter the Society.
Section 2: The organization is incorporated as a non-profit, charitable 501(c)(3) organization under the laws of the State of Ohio and the Internal Revenue Service.
Section 3: The Society shall maintain an office at 3378 Park Street, Suite B, Grove City, OH 43123 or at another location as determined from time by time by the membership.
Section 4: The fiscal year shall be Jan. 1 through Dec. 31 each calendar year.

Article II

Purpose

Section 1: The purpose of the Society shall be to bring together people interested in the history of the City of Grove City, Village of Urbancrest and the townships of Jackson, Pleasant, Prairie and Franklin, all located within Southwest Franklin County. The Society shall:
a)     Collect material which may help to establish or illustrate the history of Southwest Franklin County including its exploration, settlement and development.
b)    Collect printed materials, scan, electronically record and maintain historical material which will be made accessible to all who may wish to study and examine it.
c)     Collect and preserve, where possible, artifacts of historical value.
d)    Disseminate historical information and promote interest in the past by publishing historical material.
e)     Communicate and cooperate with local governments and other historical preservation organizations as they relate to the history of Southwest Franklin County.
f)     Collect, create and maintain a historical audio/video library.

Article III.

Membership, Categories, Dues

Section 1: Any person interested in the history of Grove City or Southwest Franklin County is eligible to be a general member of the Society upon payment of dues.
Section 2: Membership dues will be reviewed and set by the membership at the annual meeting of the organization in October and collected by the Treasurer.
Section 3: Membership categories include:

  1. Individual
  2. Business, Professional
  3. Lifetime
  4. Civic or Non-Profit Organization

Section 4: Annual dues are payable on or before January 1 each calendar year for the period of January 1 through December 31.

  1. An individual who joins or renews a membership after January 1 is obligated to pay for the full year without discounting a membership.

Section 5: A membership roster will be maintained and those in arrears by March 1 will be sent a reminder by the membership chairperson. After two years of non-payment of dues the member will be considered inactive.
Section 6: The Society shall maintain a hard copy and electronic membership file at the Society’s office of record that contains the names, addresses, telephone numbers and e-mail addresses of each member and the date the individual became a member of the Society, their membership status.
Section 7: A separate permanent electronic file and hard copy of deceased members of the organization will be maintained at the office of record.

Article IV

Meetings, Quorum

Section 1: The Society shall conduct monthly meetings on the first Tuesday of each month at 7:30 p.m. at a location easily accessible to the public and one that has handicap access. The meeting location may change from time to time as approved by the membership. All meetings shall be planned in accordance with the purpose of the Society.
Section 2: The annual meeting of the Society shall be held on the first Tuesday of October at 7:30 p.m.
Section 3: Members present shall constitute a quorum after all members have been notified of the meeting.
Section 4: The membership shall be notified of meetings by e-mail, telephone or USPS mail service. The published schedule of meetings in the newsletter shall also constitute notification of a regular monthly meeting.
Section 5: The President, Vice President or other designated person or persons shall be responsible for notification of members in case of meeting cancellations or changes of location.
Section 6: A special meeting can be called by the President as long as members have been notified of the special meeting at least three days in advance.

Article V

Officers, Term of Office, Compensation

Section 1: The Officers of the organization shall be President, Vice President, Secretary and Treasurer.
Section 2: All officers must be a member of the Society. An officer or Society member can be reimbursed for reasonable expenses incurred in the performance of their duties if reimbursement for such expenses is authorized by the President or approved at a Society meeting. Such reimbursement shall not include the travel expenses to and from meetings of the Society.
Section 3: An officer or Society member must fully disclose to the membership if a business in which he or she has an interest benefits in any way from services provided by the Society or if that business or organization provides services or receives financial reimbursement from the Society.
Section 4: Any single business transaction or single contract service that benefits an officer must be placed for competitive bid. The contract service must be awarded to the lowest responsible bidder on the recommendation of the board of trustees.
Section 5: A position of recording Secretary can be established at any time there is a need with a majority vote of the membership; likewise the elected position can be dissolved at any time by a majority vote of the membership.
Section 6: Membership at its discretion may require that any officer who is responsible for handling funds be bonded.
Section 7: To be considered for any office, an individual must be a member of the Society in good standing.
Section 8: Officers shall be elected for a two year term at the annual meeting in October; newly elected Officers will assume their positions Jan. 1 the following year. In even years the president and vice president; in the odd years the secretary and treasurer shall be elected.
Section 9: Should the Vice President, Secretary or Treasurer resign or otherwise no longer be able to or wish to serve in their elected capacity, the Board of Trustees shall act as a nominating committee and call for a special election to be held at the next regularly scheduled monthly meeting.

  1. Nominations will be accepted from the floor but the nominee must be in attendance.
  2. The individual elected shall serve the unexpired term; the unexpired term will count as one full term in office.
  3. Should the office of President be vacated, the Vice President will assume that position and serve as President until the current term expires. The unexpired term will count as one full term. A special election shall be called to elect a new Vice President.

Section 10: An individual can serve in any one office for no longer than five consecutive two-year terms.

  1. After serving five consecutive two year terms in the same position, the office holder must sit out one full term before seeking re-election to the same position.
  2. A term is considered to be two years or the balance of any unexpired term.

Section 11: No officer shall be entitled to receive a salary, compensation or receive financial gain from the Society unless the individual is the lowest responsible bidder on a Society project.

  1. Any contract service between an office holder and the Society must be fully disclosed to the membership at a regular monthly meeting, approved by majority vote of the membership and recorded in the minutes.
  2. Any single business transaction or single contract service that benefits an officer that exceeds $500 must be placed for competitive bid.

Article VI

Duties of Officers

Section 1: President. The President is the principal officer with the responsibility for the general supervision of the affairs of the Society. The President shall:

  1. Preside at all meetings of the Society.
  2. Appoint members to serve on all committees, appoint the chairperson for each committee and serve as an ex-officio member of each committee except the Nominating Committee.

Section 2: Vice President. The Vice President shall

  1. Assist the President in all Society business matters.
  2. Assume duties of the President in his/her absence.
  3. Become President should the President no longer be able to serve.

Section 3: Secretary. The Secretary shall:

  1. Maintain minutes of the proceedings for each meeting of the Society.
  2. Be responsible for collecting committee reports and recording those minutes as part of the monthly minutes.
  3. Forward a written copy of regular meeting minutes and committee minutes to the Society’s office of record where a permanent file will be maintained and available for review.
  4. Provide copies of minutes to any Society member on request.
  5. File all certificates required by any statute, federal or state.
  6. Include the Treasurer’s report as part of the minutes.

Section 4: Treasurer. The Treasurer shall:

  1. Have the care and custody of all monies belonging to the Society and shall be solely responsible for such monies or securities of the Society. The treasurer shall collect membership dues, donations and memorials.
  2. Cause to be deposited all funds in either the Society’s checking or savings/investment accounts at a reliable banking institution so designated as shall be legal for a non-profit organization in the State of Ohio.
  3. Not create any separate or special fund, or open any other checking or savings account without approval of the membership.
  4. Prepare and present a written account of the finances of the Society and cause the report to be included in the minutes of the Society.
  5. Pay all debts and obligations of the Society by numbered check.
  6. Maintain the necessary filings to keep the 501(c)(3) status current for the Society.
  7. Shall be responsible for all required filings with the appropriate governmental agencies.

Section 5: Signers for Checks.

  1. The President, Vice President and Treasurer are authorized to sign checks and make deposits.

Article VII

Election of Officers

Section 1: Officers shall be elected by a majority vote cast by secret ballot at the annual meeting any time there are two or more people vying for the same position. If only one person is seeking an individual office, that election shall be determined by a show of hands.

  1. If a secret ballot is required, three volunteers from the membership attending the annual meeting will be designated by the President to count ballots.
  2. The Secretary shall prepare ballots and provide writing instruments.
  3. Volunteers cannot be office holders or members who have been nominated or advocated for any candidate.
  4. Selected volunteers shall count votes outside the meeting room.
  5. In the event of a tie, the selected volunteers will call for a re-vote and that shall continue until a winner is elected.
  6. The vote count shall be announced at the meeting.

Section 2: Officers shall be installed at the January meeting and shall serve until their successors have been duly elected and installed.

Article VIII

Board of Trustees and Committees

Section 1: Board of Trustees – The Society’s elected Officers and standing committee chairpersons shall be members of the Board of Trustees.

  1. This group is authorized to act on behalf of the membership when urgent matters and/or decisions must be made on behalf of the organization and when a special meeting of the membership is not possible.
  2. Any action by the Trustees can be challenged by a member at a regular membership meeting.
  3. A meeting of the Trustees can be called by the President or by at least four members of the Trustees.
  4. A three-day prior notice of the meeting is required.
  5. The Secretary is responsible for notifying all members of the Trustees as to time, date, location and reason for a special meeting.
  6. A quorum requires two officers and three committee chairpersons be present at the meeting otherwise the meeting must be adjourned and then brought forward at the next general membership meeting.
  7. The president of the Society will also serve as chairperson of the Board of Trustees.
  8. The Board of Trustees will be the oversight committee for the Society’s status as a 501(c)(3) organization.

Section 2: The Society shall have standing committees appointed by the President. There are no term limits for committee members or committee chairpersons.

  1. The chairperson of each committee shall designate a Secretary to keep minutes at each meeting. It can be a different person for each meeting.
  2. The individual designated as committee Secretary must file the minutes with the Secretary of the Society prior to the next regular monthly meeting.
  3. The committee chair can call a meeting anytime there is business that needs to come before the committee.

At least three committee members must be present to qualify as a quorum.

Section 3: Nominating Committee – Responsible for securing qualified candidates to be considered as Officers for the Society.

  1. The Nominating Committee should produce a slate of candidates for each annual meeting.
  2. No officer who is a candidate for reelection or any member who is to be nominated from the floor can serve on the nominating committee.
  3. An individual who nominates anyone from the floor who is not present at the meeting must have a written statement from that individual acknowledging an interest in serving as an officer, and that individual must also provide the reason for not being able to attend the annual meeting.

Section 4: Membership Committee – Responsible for maintaining a strong membership base that actively encourages growth in cooperation with the Newsletter, Publicity and Marketing Committee. This group also shall prepare an annual membership directory that shall be published not later than March 15 each year. The directory shall list active members by classification and deceased Society members.
Section 5: Communications Committee – Responsible for publishing a quarterly newsletter for members with electronic and USPS delivery; assisting other committees and the officers in publicity and marketing efforts. Also responsible for contacting the members as directed by the president.
Section 6: Century Village Committee – Responsible coordinating activities at Century Village in cooperation with the Grove City Parks and Recreation Department; the development and creation of other community events at Century Village; and working with chairpersons of other activities such as The Encampment and Old Time Harvest Day.
Section 7: Museum Committee – Responsible for museum exhibits, historical interpretation of the exhibits and special activities.
Section 8: Audit Committee – Responsible for the annual audit of the financial records for the previous year from Jan. 1 through Dec. 31. The audit must be completed by Jan. 31 so it can be presented to the general membership by the first meeting in the month of February.
Section9: The President may create additional committees as needed.

Article IX

Order of Business

Section 1: Robert’s Rules of Order shall be the parliamentary authority of all meetings of the Society. The order of business shall be determined by the President.

Article X

Policies

Section 1: Policies adopted by the membership of the Society shall offer guidelines and guidance in the operation of the Society.

Article XI

Amendments to the Bylaws

Section 1: A vote to alter, amend or repeal the Bylaws can be taken at any regularly scheduled meeting.

  1. 25 percent of the members in good standing can petition a change to the Bylaws at any general meeting.
  2. The Board of Trustees can also recommend changes or modifications.
  3. The President and Secretary, at the time a petition is presented, shall certify the petition has been submitted by members who are in good standing.
  4. The petition shall then be forwarded to the Board of Trustees which is responsible for making a recommendation in favor or a ruling against the petition.
  5. The Board of Trustees report must be presented to the membership at the next regular meeting or not later than 60 days after the petition was submitted.
  6. After the report is presented, the President shall call for a voice vote within the time constraints stated herein.
  7. A majority affirmative vote of members in attendance is required to alter, amend or repeal the Bylaws.
  8. The Secretary and the Communications Committee must notify all Society members of the date and time the vote on the Bylaws has been slated.

Article XII

Dissolution of the Society

Section 1: A petition to dissolve the Society signed by 25 percent of the current membership as indicated in the records of the Membership Committee can be submitted to the President at any meeting and within 60 days a vote must be taken. The President and Secretary shall certify the petition at the time it is submitted and schedule a vote by show of hands within the time permitted by the article.

  1. The entire membership must be notified at least 15 days in advance of the meeting that a petition to dissolve the Society will be voted upon.
    1. Notification must include the date and time a vote will be taken.
  2. To approve the petition, a majority vote in favor of dissolution is required of the membership in attendance.
  3. Should the vote be in the affirmative, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Society, steps shall begin to dispose of all assets including records, historical documents, artifacts, and any other items of historical importance the Society has in its possession.
  4. All records, historical documents, artifacts and other items of historical important shall be transferred to any other organization that is prepared and has the ability to continue preserving the history of Grove City or Southwest Franklin County, as shall, at the time, qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Executive Committee shall determine.

Any such assets, not so dispersed of shall be disposed of by the Court of Common Pleas of Franklin County in which the principal office of the Society is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for historical purposes.