OBSPS By-Laws

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ARTICLE I – MISSION STATEMENT

The mission of the Olive Branch School Preservation Society is to promote and fund the preservation of Olive Branch School and local history, and to further the legacy of cooperation between the schools and community through public engagement.

ARTICLE II – MEMBERSHIP

1. The society will be composed of Trustees, officers and members. Trustees must be a member of the society in order to serve on the OBSPS Board. (AS AMENDED - SEE 2017 AMENDMENT ON PAGE 4)
2. Any person interested in the preservation of Olive Branch School may be enrolled as a member upon receipt, by the treasurer, of the payment of dues. The dues shall be a minimum of $10.00 per person per calendar year. (AS AMENDED - SEE 2017 AMENDMENT ON PAGE 4))
3. Establishment or change of dues shall be proposed by the Board of Trustees and be subject to their approval.

ARTICLE III – THE BOARD OF TRUSTEES
SECTION 1.

POWERS AND DUTIES – All powers of the society shall be exercised by the Board of Trustees under the authority of the Tecumseh Local Schools Board of Education.

SECTION 2.

NUMBER OF TRUSTEES – The number of Trustees shall be nine (9).

SECTION 3.

MANNER OF SELECTION AND TERM –

1. One member of the Tecumseh Local Schools Board of Education shall be designated annually by the Tecumseh Local Schools Board of Education to serve as a trustee.
   
   
2. Each selected trustee shall serve for a term of three (3) years. The terms of office shall be staggered so that no more than three (3) directors shall be elected in one election. Tenure for the first board members shall be as follows: two (2) shall serve 2 years, three (3) shall serve 4 years and three (3) shall serve 6 years. Successive elections shall be to full three-year terms.
   
   
3. The Superintendent of Tecumseh Local Schools will serve in an ex officio capacity on a continuing basis. (CHANGED - SEE 2017 AMENDMENT ON PAGE 4)
   
   
4. Any Trustee having more than one unexcused absence in a year will be subject to removal from the OBSPS Board. (AS AMENDED - SEE 2017 AMENDMENT ON PAGE 4)
   

SECTION 4.

VACANCIES – Any vacancy occurring among the elected members of the Board of Trustees shall be filled by a majority vote of the Trustees then in office. A trustee elected to replace a vacancy will serve for the unexpired term of the predecessor.

SECTION 5.

MEETINGS –

1. Regular meetings shall be held quarterly (January, April, July, October) on the 1st Monday of the month (CHANGED - SEE 2011 and 2018 AMENDMENTS ON PAGE 4). All meetings shall be open to the public. Notice of regular meetings shall be given to all the trustees a minimum of four (4) days prior to the meeting. Notice of any special meetings shall be given a minimum of 10 days prior to the meeting
   
   
2. Action in lieu of a meeting. Any Board action required or permitted to be taken by the Board may be taken without a meeting if a two thirds (2/3) majority of the members of the Board shall consent to such action in writing or by electronic means. Such consent shall be made part of the minutes of the proceedings. Such action shall have the same force and effect as the unanimous vote of the trustees.

SECTION 6. QUORUM –

Five (5) trustees shall constitute a quorum for the transaction of business at any meeting of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of trustees, if any action taken is approved by at least a majority of the required quorum for such meetings. Trustees may not vote by proxy.

ARTICLE IV – OFFICES
SECTION 1.

The principal office of the society shall be in Bethel Township, County of Clark, State of Ohio and shall be at the offices of the Tecumseh Local Schools Board of Education at 9760 West National Road, New Carlisle, Ohio.

ARTICLE V – OFFICERS
SECTION 1.

NUMBER AND QUALIFICATIONS –The officers of the society shall consist of a chairperson, a vice chairperson, a secretary, a treasurer and such other officers as the Board of Trustees may appoint.

SECTION 2.

ELECTION AND TERM OF OFFICE – Immediately following the election of trustees at the regular annual meeting, the Board of Trustees shall elect the officers of the society. The chairperson and vice chairperson of the Board of Trustees shall be members of the Board of Trustees. The secretary and treasurer need not be members of the Board of Trustees. Vacancies shall be filled at any meeting of the Board of Trustees. Each officer shall hold office until a successor shall have been duly elected and qualified.

SECTION 3.

CHAIRPERSON – Subject to control by the Board of Trustees, the chairperson shall have general supervision of the affairs of the society. The chairperson shall preside at all meetings of the Board of Trustees and shall have such other duties as may be prescribed by the Board. The chairperson shall serve as an ex officio member of all committees.

SECTION 4.

VICE CHAIRPERSON – In the absence of the chairperson, the vice chairperson shall perform the duties of the chairperson. The vice chairperson shall have such other powers and duties as may be assigned by the Board.

SECTION 5.

SECRETARY – The secretary shall act as secretary of all the meetings of the Board of Trustees, shall be responsible for the minutes of all such meetings, dispersal of minutes to all Trustees and general membership within 30 days and shall be responsible for informing the trustees of all meetings. The secretary shall perform such additional duties as shall be assigned by the Board.

SECTION 6. TREASURER –

1. The treasurer shall have custody of funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the society and shall deposit all monies and other valuable effects in the name and to the credit of the society in such depository as may be designated by the Board of Trustees.
   
   
2. The treasurer, along with one other member of the Executive Committee, shall sign all checks. (CHANGED - SEE 2019 AMENDMENT ON PAGE 4)
   
   
3. The treasurer shall be bonded. (REMOVED - SEE 2019 AMENDMENT ON PAGE 4)

SECTION 7.

EXECUTIVE COMMITTEE – The executive committee shall consist of the four (4) officers named above, the trustee designated by the Tecumseh Local Schools Board of Education and the Tecumseh Local Schools Superintendent or his/her designee.

ARTICLE VI – MISCELLANEOUS
SECTION 1.

FISCAL YEAR – The fiscal year for the society shall begin July 1 and shall end June 30. The treasurer of the Board of Trustees shall present a fiscal budget prior to July 1 for consideration and adoption by the Board of Trustees.

SECTION 2.

ANNUAL MEETING – The annual meeting shall be held on the 1st Monday in October. (CHANGED - SEE 2011 and 2018 AMENDMENTS ON PAGE 4)

SECTION 3.

ANNUAL AUDIT – As required, a periodic audit of the books and records of the society will be completed by a qualified independent auditor. (CHANGED - SEE 2019 AMENDMENT ON PAGE 4)

SECTION 4.

RULES – Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws or by other specific rules of procedure adopted by the trustees of the society.

SECTION 5.

REPORT TO TRUSTEES – The chairperson shall furnish a written report annually to all trustees of the society. Said report shall be made available to the general membership.

SECTION 6.

AMENDMENTS – These by-laws may be amended by the affirmative vote of twothirds (2/3) of the trustees present and voting at any meeting at which a quorum is present. No action shall be taken to amend any by-laws unless written notice of the proposed amendments shall have been given at least ten (10) days prior to the meeting if delivered by first class mail or a minimum of forty-eight (48) hours prior to the meeting if delivered personally. To the fullest extent permitted by law, the society shall indemnify each person, who by reason being or having been a trustee or officer of the society is named or otherwise becomes or is threatened to be made a party of any action, suit, investigation, other proceeding, whether civil, criminal, administrative or otherwise in nature against any and all costs and expenses (including attorney fees, judgments, fines, penalties, amounts paid in settlement and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit investigation or proceeding (or any claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, including any settlements thereof or is threatened to be made a party by reason of being or at any time having been a trustee or officer of the society, or by any reason of being or at any time having been at the direction or request of the society, a trustee, or other agent or fiduciary for the society except in such cases where a trustee or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.

SECTION 7.

The by-laws of the Olive Branch Preservation Society are the rules and guidelines for operation of the society except in those cases where a conflict exists, the Articles of Incorporation will supersede the by-laws.

AMENDMENTS – Approved April 11, 2011
ARTICLE III, SECTION 5, SUB-SECTION A: Changed day of quarterly meeting from the 1st to 2nd Monday of January, April, July, and October.

ARTICLE VI, SECTION 2: Changed day of Annual Meeting from the 1st to the 2nd Monday of October.

AMENDMENTS – Approved April 10, 2017
ARTICLE II, SECTION 1: Took out category of Honorary members; Added society membership requirement for Trustees.

ARTICLE II, SECTION 2: Changed dues payments to be made to treasurer (instead of secretary); Set dues minimum at $10.00 per person per calendar year.

ARTICLE III, SECTION 3, SUB-SECTIONS C & D: Removed requirement of Assistant Superintendent to serve as ex officio Trustee; Added removal clause for Trustee with more than one unexcused absence is one year.

AMENDMENTS – Approved April 11, 2018
ARTICLE III, SECTION 5, SUB-SECTION A: Changed day of quarterly meeting from the 2nd Monday to the 2nd week of January, April, July, and October.

ARTICLE VI, SECTION 2: Changed day of Annual Meeting from the 2nd Monday to the 2nd week of October.

AMENDMENTS – Approved July 10, 2019
ARTICLE V, SECTION 6, SUB-SECTION B: Amended to read “The treasurer, along with one other member of the Executive Committee, shall be authorized to sign any and all checks.”

ARTICLE V, SECTION 6, SUB-SECTION C: Amended as follows: this sub-section was removed.

ARTICLE VI, SECTION 3: Amended to read “As required, and at a minimum of every two (2) years, a periodic review of the books and records of the society will be completed by an independent reviewer (or reviewers). Said reviewer(s) shall be appointed by a majority vote of the Trustees, and, in fact, may be Trustees themselves (except relatives of the Treasurer).”

 

OBSPS Diversity, Equity and Inclusion Statement

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Olive Branch School Preservation Society (OBSPS) is an all-volunteer organization with a 12-member Board of Trustees that is committed to fostering, cultivating and preserving a culture of diversity, equity and inclusion.

Our volunteers and donors are the most valuable assets we have. The collective sum of our individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities and talent that our volunteers invest in their efforts represents a significant part of not only our culture, but our reputation and the organization's achievements as well.

We embrace and encourage any differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make the members of our organization unique.

OBSPS' diversity initiatives are applicable to the ongoing development of a working environment built on the premise of gender and diversity equity that encourages and enforces:

• Respectful communication and cooperation among all members.
  
  
• Teamwork and participation, permitting the representation of all groups and members' perspectives.
  
  
• OBSPS' contributions to the community we serve and our stated mission to promote a greater understanding and respect for the diversity.

All members and the Board of the Olive Branch School Preservation Society have a responsibility to treat others with dignity and respect at all times. All members are expected to exhibit conduct that reflects inclusion during volunteer work, at meetings, and at all other organization-sponsored and participative events.

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OBSPS Annual Reports

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The Olive Branch School Preservation Society holds their Annual Meeting on the second Wednesday of October each year. This meeting (which is open to the public) is held at 7:00 PM in the Arrow Conference Room at Tecumseh High School, located at 9830 W. National Road New Carlisle, OH 45344. Per Article VI, Section 5 of the OBSPS By-laws, “The chairperson shall furnish a written report annually to all trustees of the society. Said report shall be made available to the general membership.”