Corning
Heritage Center

Corning Heritage Center Bylaws

Article 1

The principle office is located at: Curran House, 4962 S 800 E, P.O. Box 282, Montgomery, IN 47558. Corporation shall be referred to as CIHC.

Article 2

Members

A. Classes of members: There shall be one class of members, and each member is entitled to one vote. Any person interested in becoming a member shall submit a written application on a form approved by the board of directors. A membership fee must be paid in full to insure voting privilages. The membership fee is to be determined by the Board in a majority vote.

B. Voting rights: Each member in good standing shall be entitled to one vote on any matter submitted to a vote by the general membership.

C. Termination of membership: The board of directors by an affirmative vote of two thirds may suspend or expel a member after an appropriate hearing, and by a majority vote of those present at a regular meeting.

D. Resignation: Any member may resign by filling a written resignation with the secretary. However, such a resignation shall not relieve said person, of the obligation to pay past dues, assessments, or other charges accrued and unpaid.

E. Transfer of membership: Membership in the corporation is not transferable or assignable.

Article 3

Board of Directors and Meetings

A. Number, Tenure, and Election: The number of board of directors shall be 15 (fifteen). Board members shall be elected at the annual corporate meeting. The term of each director shall be two years.

B. Regular Meetings: Meetings will be determined by a majority vote of the board at the first meeting in April, after the annual meeting of members in March. Meetings shall be held monthly on a regular day and time, as much as feasible. Members shall be notified at least two days in advance, if possible, if there is a change to a scheduled meeting. Meeting place will be at the discretion of the President.

C. Corporate Board Meeting: There will be an annual corporate meeting scheduled in the month of March. Members will be advised of the actual date at least one month in advance if not earlier.

D. Special Meetings: Special meetings of the board may be called by or at the request of the president or any two directors.

E. Notice: Notice of any special meeting of the board shall be given at least two days prior to the meeting.

F. Quorum: A majority of the board shall constitute a quorum for the transaction of regular business at any meeting, notwithstanding provisions in this document that require otherwise.

G. Vacancies: Any vacancy occurring in the board of directors shall be filled by a majority vote of the remaining directors.

Article 4

Officers

A. Officers: The officers of the corporation shall be president, vice president, secretary, treasurer, communications officer, and development officer. The board of directors may elect or appoint such other officers as it shall seem desirable. Any two offices may be held by the same office, except the president and secretary.

B. Election and term of Office: The officers shall be elected by the board of directors at the annual corporate meeting. If the election is held at such a meeting, such election will be held at the next regular meeting.

The officers shall be nominated and elected to their positions at the first regularly-scheduled Board meeting after the Annual Meeting of Members in March of each year, i.e., in the April meeting.

New offices may be created by the board at any regular meeting. Each officer shall hold office until a successor has been duly elected.

C. Removal: Any officer elected or appointed may be removed by the board if they fail to fulfill their duties as described in the by-laws. Whenever such removal is in the best interest of the corporation, as determined by a majority vote of the Board.

D. Vacancies: A vacancy in any office may be filled by the board for the unexpired portion of the term.

E. Powers and duties: The officers shall have such powers and duties as from time to time be specified in resloution or other directives by the board. In the absence of such specifications, each officer shall perform the powers and duties of the officers as those serving with the same title in other similar nonprofit organizations.

President:

Election shall be held from within the Board at the April meeting following the March annual meeting of the members. Terms of office shall be two years.

Duties: The President is to call and preside over monthly and special meetings and to preside over the annual corporate meeting in March. The President may assign tasks to other officers consistent with their responsibilities as outlined in the description of their office. The Presdient is to monitor the activities of the organization, including events taking place at the Corning Irish Heritage Center or elsewhere under the auspices of the CIHC. The President is to maintain communications with the other Board members on CIHC business, and serves on the Executive Committee.

Vice President:

To be elected in the April meeting of the Board after the annual meeting of members in March, to serve a two-year term.

Duties: THe V.P. is to assume the Presidency should the sitting President resign, and to complete that person's term. The V.P. is to preside over Board meetings in the absence of the President and is to assist the President in his/her duties and serves on the Executive Committee.

Secretary:

To be elected in the April meeting of the Board after the annual meeting of members in March, and to serve a two-year term.

Duties: To record and distribute minutes of the Board meetings. To communicate to the Board members times, venues, and agendas of board meetings (in collaboration with the President or V.P. as required two days prior). To assist the Communications Officer with membership ranks.

Treasurer:

To be elected in the April meeting of the Board after the annual meeting of the members in March and to serve a two-year term.

Duties: To manage, in collaboration with the other Executive Officers, the funds of the organization and to report to the full board on finances at its meetings, and at other times as required. THe Treasurer shall pay bills charged to the CIHC. TO make an annual report to members of the finances of the organization, and a report to the Board at its meetings. The Treasurer shall reconcile bank statements and keep accurate records of the organization. The Treasurer shall work with and communicate with the CIHC accountatnt and see to it that all taxes are paid and the business entity report is filed as required by law. The Treasurer will make timely deposits of funds in the bank account of the CIHC.

Development Officer:

To be elected every other year at the first meeting of the Board following the March annual meeting of members, and shall serve no more than two terms.

Duties: To undertake the task of raising funds from agencies, government departments and other possible sources. TO form a committee or committees as needed to support these efforts. To provide to the board at its meetings reports and updates on status of potential funding, and to report to the Executive Committee.

Communications Officer:

To be elected every two years at the first meeting following the annual meeting of the membership in March.

Duties: To track memberships, applications, and renewals to communicate to the secretary as needed with membership tasks. To notify the general membership of annual corporate business meeting. To oversee and manage the website, social media communications, and report to the Executive Committee any needed updates or changes. To compose and distribute the newsletters to the general membership.

Article 5

Committees

A. Committee of Directors: The board of directors, by resolution adopted by the majority may designate one or more committees, each of which may consist of two or more directors. The committees to the extent provided in such resolution shall have and exercise the authority of such committees shall not operate to relieve the board of any responsibility imposed by law.

B. Other committees not having and exercising authority of the board in the management of the corporation may be designated by a resolution of the directors at a meeting in which quorum is in attendance subject to full board approval. Except as otherwise provided in such resolution, members of each committee shall be a member of the corporation.

The President shall appoint committee members for any such purpose.

Article 6

Contracts, Checks, Deposits, Gifts

A. Contracts: The board of directors must authorize any officer of agent or agents of the corporation, in addition to the officers so authorized by these bylaws to enter into any contract or executer deliver any in instrument in the name of an on behalf of the corporation, and such authority may be general or may be confined to specific instances.

B. Checks, Drafts, and Orders: All checks, drafts, orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Treasurer and co-signed by the President or Vice President.

C. All funds of the corporation shall be deposited timely to the credit of the corporation in such financial depositories as the board may select.

D. Gifts: Any member of the board may accept on the behalf of the corporation gifts, bequests, or any devise for any purpose on behalf of the corporation. A receipt shall be timely issued by the treasurer.

Article 7

The Board shall consider amendments to these bylaws offered as a motion at a Board meeting, and such motion shall pass with an actual two-thirds vote of the full Board as constituted at the time, such passage subject to a vote in two meetings (either regular or special) of the Board, but not necessarily consecutive meetings. The Secretary is to record the names of the ayes and nays in a roll call vote.

Article 8

Executive Committee shall consist of: President, Vice President, Treasurer, and Secretary.