Articles of Incorporation and By-Laws for Friends of Serpent Mound (FOSM)
Revised 16 October 2011
Section 1: History –Friends of Serpent Mound, or FOSM for short, is made up of individuals, organizations, and businesses that care about and see the value in preserving the Great Serpent Mound Park. FOSM was created from a committee of the Adams County Travel and Visitors Bureau (ACTVB) in 2004. During that year the ACTVB Committee started meeting with Park Manager, Keith Bengtson and other representatives from the Ohio Historical Society (OHS) to see how they could help improve the esthetics and accessibility to the park. That Committee decided to hold a membership drive, to find out if the community cared and if they did - what better way to show their support to OHS. In less than 2 months OHS went from having 6 members from Adams County to over 100! On Nov. 13, 2004 a community meeting was held to convert the committee to a support group and FOSM was born. In February 2005 a set of Article and By-laws were created and submitted to OHS to become a subordinate organization. During the next 5 years, FOSM worked as a Volunteer Group for Serpent Mound while awaiting that recognition. In the fall of 2008 the FOSM Board voted to become a central organization and filed with the State of Ohio. In the Spring of 2010, work toward a recognition letter from the IRS began, even though according to their regulation we are a 501(c)(3).
Section 2: Name -This organization shall be known as the Friends of Serpent Mound, for purpose of this document, hereinafter referred to as FOSM, and the Board of Directors, as the Board, and shall have its offices at, or close to, the Serpent Mound State Memorial. The current mailing address is 186 Horner Chapel Road, Peebles, Ohio, with Delsey Wilson as the active Agent.
Section 1: The Friends of Serpent Mound and its Board was originally formed to increase public understanding and knowledge of and to improve the quality of operations at the Serpent Mound State Memorial (site). Upon not being established as a subordinate organization under OHS the group has expanded as an independent organization with the purpose to: Protect, preserve, and promote Serpent Mound and other Native American sites, while facilitating education and experiences for visitors. For now FOSM’s focus and the use of “the site” refers to the Great Serpent Mound Park. However, the new purpose allows FOSM to help in supporting other Native American sites, either in the local vicinity or further away. To accomplish this purpose, the group will work to:
· Further the mission of the site, especially its educational and interpretive activities.
· Act as a liaison between the site and the local community and other interested individuals and groups.
· Increase the knowledge of and participation in activities, programs, and projects related to the site for the local community and other interested individuals and groups.
· Provide input in the planning for programs and development of the site.
· Conduct and provide volunteer support for site programs, projects, and special events.
· Advocate the site’s needs to government officials.
· Develop and implement fundraising and educational programs for the site.
(Changed) Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2: The Board will oversee that all activities correspond with this purpose.
Section 3: All approved Board activities that are to take place at Serpent Mound Park will be coordinated through the Park Manager.
Section 1: Membership Categories - Membership dues shall be set annually by the Board of Directors and shall be payable at the beginning of each Fiscal year. A copy of the current Dues Schedule shall be sent to each member with their annual renewal of dues notice. Membership categories are:
- Organization – Non-profit entities with a volunteer or paid staff.
- Family – Will cover two adults and children.
- Individual – One individual.
- Student – Children between the ages 5-18, or anyone that has a college ID.
- Volunteer – An individual that has fulfilled the Volunteer requirements will be able to renew the following year for free as an Individual. However, if requirements are not met, their membership fee will revert back to the full cost.
Section 1: Volunteers Requirements – Volunteers must first be a paid Member. A Volunteer Form must be filled out and submitted along with a copy of a background check done within the last 12 months of submission. Once approved Volunteers must attend a 3 hour training session and volunteer 36 hrs during the fiscal year.
Board of Directors
Section 1: Categories - Board members will include individuals from the FOSM membership who are representative of both the local community and region. They may also include individuals who are interested and actively involved in preserving and interpreting aspects of Serpent Mound. Every effort shall be made to ensure that the Board consists of a representative from the following groups or individuals with a background in the following areas, however an alternative can hold a Board seat. The Board will consist of a minimum of 7 seats, but can be increased in the Policies and Procedures manual.
· Historical Organization
· Business or Financial
· Festivals and Events Coordinator
· An individual interested in the well being of the Serpent Mound State Memorial
· Any person the Board votes in by majority that the Board feels would be an asset to the Board and FOSM. They can be voted in at any time, with a 30 days advance notification.
· The Director
Section 2: Ex-officio Board Members -Ex-officio Board Members will be non-voting and will consist of the Individuals filling the following positions, or their designees:
· Site Manager, Serpent Mound State Memorial
· Director of Historic Sites, Ohio Historical Society
· Representative from Native American Groups
Section 3: Nominating Committee - The Board will appoint a Nominating Committee to be comprised of seven members in good standing from the general Membership of FOSM each year to receive, consider, and propose nominations for Board Members and Officers. Proposed nominations will be submitted at least thirty (30) days prior to the election. The election will be held at such time and place as determined by the Board, and will be open to all members of FOSM in good standing by mail, electronically, or in person at the election time and place as determined by the Board.
Section 4: Term - Board members shall serve three-year terms, and no Board member shall serve more than three consecutive terms. Board Members that miss three (3) meetings a year would result of removal of position for the remaining term, unless extenuating circumstances were excused by majority vote of the Board. Upon a vacant position, the Board may appoint a replacement by a majority vote.
Section 5: Committee Chair/Director -Each Board Member shall fill a committee chair seats as the Director of that Committee, except the Director and the Agent. The Director of each committee shall serve as head of all sub-committees and shall present all information from his committees to the Board. The Committees shall consist of the following, a complete description can be found in the FOSM Policies manual.
- Director of Education
- Director of Fundraising
- Director of Media
- Director of Events
- Director of Sales
- Director of Future Planning
Executive Board of Officers
Section 1: Responsibility - Responsibility for management of the FOSM shall be vested in its appointed Board of Directors, which will have the power to adopt standing rules to govern its procedural duties and business affairs. The Board’s full responsibilities are laid out in the FOSM policies manual.
Section 2: Officers - The leadership of the Board of Directors shall be vested in various officers, to consist of a Director, President, Vice President, Treasurer, and Secretary. The officers will be elected from and by the Membership of FOSM and shall serve three-year terms, and no officer shall serve more than three consecutive terms in any one office.
Section 3: Treasurer - Treasurer shall issue all checks, which shall require a second signature, from another Executive Board Member. This person shall not be related by family or marriage. The accounting books held by the Treasurer shall be independently audited every year and shall be available upon request by any Board Member within twenty-four (24) hours.
Section 4: Nominating Committee - The nominating committee (in addition to its activities described in Article VI, Section 3 above) shall receive and consider proposed nominations and, at least thirty (30) days prior to the next election meeting, shall submit to the Board members a list of nominees for offices. Board members may vote on the proposed nominees as may other members, by mail, electronically, or in person at the next election meeting.
Section 5: Term - No single person is allowed to hold more than one (1) executive office per election term. This provision does not include the formation of working committees for various projects. The Officers of FOSM shall serve three-year terms and shall serve no more than three consecutive terms. Executive Officers that miss three (3) meetings a year would result of removal of position for the remaining term, unless extenuating circumstances were excused by majority vote of the Board. Upon a vacant position, the Board may appoint a replacement by a majority vote.
Section 6: Executive Order Meetings - The Board may take necessary/emergency (but not random) action without a specific meeting of the majority of all Board members. The minutes of such an impromptu meeting, which must include at least three Executive Officers, will be sent to absent Board members by email, fax, or mail. This emergency provision is installed to prevent potential harm to the FOSM and/or its alliances. If the Director cannot physically convene the two other board members mentioned above, she or he must get in touch by phone or email at that time. The Secretary shall retain an official copy of said meeting and any vote taken during it. Votes may be cast by telephone, email, fax, or mail by board members in abstentia upon notification. Official notice of said meeting shall be sent to the membership through monthly email updates.
Section 7: Board Replacement - For whatever reason, if an Executive officer is unable to continue in his/her position for the three year term, she or he (or an authorized representative if disabled) is required to submit a resignation letter to the Board giving thirty (30) days notice of their pending resignation. Per the Board, another candidate may be submitted by the Board or Nominating Committee and voted upon by membership to fill the vacant position.
Section 8: Non-FOSM Meetings - At least one board member shall be assigned to attend a specific local meeting wherein FOSM and its mission can be legitimately promoted as expressed in Article II, if at all feasible.
Section 9: Board Member Removal - An executive officer may be removed by vote of a majority of Board members if convicted of a felonious crime during his/her term of office; the Board may also vote by majority to remove an executive officer if found guilty of fraud regarding funds, or gross, repeated defamation of FOSM mission statement and/or confidential material.
Section 1: Executive Director - The Executive Director of FOSM will serve as the Executive Secretary of the Board. He/she will be the primary liaison between the Ohio Historical Society, the Site Manager of Serpent Mound Park (if different from OHS), and the Board. He/she will ensure that effective communications and appropriate coordination takes place between the Board and the above mentioned group, as well as, other groups, organizations, and government officials.
Section 2: Meetings - The Executive Director will attend all meetings of the Board, along with any Committee, OHS, Serpent Mound Site, or Community meeting that would pertain to Serpent Mound Park or the Purpose of FOSM. The Executive Director is to report on all meetings to the Board. The Executive Director may request another Executive Officer attend such meetings in the event that they can not.
Section 3: Compensation - The Executive Director is currently a Volunteer position with no compensation, until which time the Board can approve a budget to include a stipend for the Director and or any employees that would be under his/her management, with the Board being the overseer of the Executive Director. At which time the Executive Director would no longer be a Member, but an employee, however, all other Executive Director rules would remain.
Section 1: When & Where - There shall be monthly Membership Meetings on the 2nd Tuesday of each month or on a date voted on by the Board. These are open meetings and will be held on or near Serpent Mound Park.
Section 2: Notice - Written or electronicnotice of meetings shall be given to all Board members at least seven days prior to the date on other than regularly monthly meetings.
Section 3:All Membership meetings will be open to all members and the public.
Section 4: Executive Order Meetings - The Board shall hold closed Executive Order Meetings at least four times a year. Anyone on the Board may call an Executive Order Meeting. A 24hr notice is required, unless all Board Members are currently in attendance. A majority of the voting Board shall constitute a quorum for an Executive Order Meeting. A meeting may be held by telephone conference call or a Board member may participate in a meeting by telephone conference call.
Section 5: Action without a meeting - The Board may take action without a meeting by approval of a majority of all members of the Board. A vote on any such matter may be taken by telephone, email, fax, or ordinary mail. The Secretary shall retain a record of any such vote.
Section 6: Governing Policy - The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern FOSM in all cases to which they are applicable and in which they are not inconsistent with these bylaws, FOSM Policies, or any special rules of order that FOSM may adopt.
Section 1: Type - The fiscal year of FOSM shall coincide with the fiscal year of the Ohio Historical Society (July-June).
Section 2: Budget - The Executive Board will meet the last two months of the fiscal year to plan the next year’s annual budget and modify required updates to the business plan and its corresponding budgets, submitting to the full Board for approval.
Section 3: Profits - The Board will apply all net profits/proceeds to those key projects as identified and budgeted on the business plan; retaining funds as necessary to meet monthly expenses and operations.
Section 4: Fundraising/Site Management - The Board will coordinate with the Site Manager and/or OHS regarding fundraising activities conducted at the Serpent Mound Park.
Section 1:An Annual Fundraising drive will be established and approved by the Board and detailed in the FOSM Policies Manual.
Section 2:Fundraising and membership recruiting is to take place at all FOSM events.
Section 3: Pre-established - The following are established FOSM events and activities, with complete details outlined in the FOSM Policies Manual. Any Member can suggest an activity for the Boards approval that incorporates the FOSM Purpose.
Section 4:A history of the past events, activities, and projects will be recorded in the FOSM Policies Manual, as well as, a list of all goals.
Roles of the Ohio Historical Society and Site Manager
Section 1:FOSM is not a subordinate organization under OHS, however FOSM recognizes that OHS is the sole owner of Serpent Mound Park. The Park is the subject of every one of FOSM’s Purposes, and therefore FOSM will forever have a close connection with OHS. Additionally, through the site manager, FOSM will have a close connection to any organization that OHS may contract to manage Serpent Mound.
Amendments of Bylaws and Policies
Section 1:FOSM by-laws and policies can be amended at any regular or special meeting providing that previous notice was given at the prior meeting in writing and then sent to all members of FOSM by the secretary. Board approved changes will be mailed to Members to be voted on. Complete details of procedures are in the FOSM Policies Manual.
Conflict of Interest
Section 1: Purpose - FOSM is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of FOSM as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.
Consequently, there exists between FOSM and its board, officers, and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board, officers, and management employees have the responsibility of administering the affairs of FOSM honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of FOSM.
Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with FOSM or knowledge gained there from for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
Section 2: Persons Concerned - This statement is directed not only to directors and officers, but to all employees who can influence the actions of FOSM. For example, this would include all who make purchasing decisions, all persons who might be described as "management personnel," and anyone who has proprietary information concerning FOSM.
Section 3: Areas in Which Conflict May Arise - Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties:
Section 4: Nature of Conflicting Interest - A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:
Section 5: Interpretation of this Statement of Policy - The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of FOSM.
However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
Section 6: Disclosure Policy and Procedure - Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the [board or a duly constituted committee thereof]. Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the [board or a duly constituted committee thereof].
The [board or a duly constituted committee thereof] shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to FOSM. The decision of the [board or a duly constituted committee thereof] on these matters will rest in their sole discretion, and their concern must be the welfare of FOSM and the advancement of its purpose.
Section 1: Assets - In the event of termination of the activities of the FOSM by a majority vote of the Board and Membership, all assets of the FOSM will become the property of OHS for the sole purpose of the Serpent Mound Park, except those which have been lent or are on consignment to FOSM; those parties will be informed of said dissolution to inquire if they want said property returned or donated to OHS. All funds handed over to OHS are for the Serpent Mound Park and are given with the provision that they be used exclusively for projects or improvements at Serpent Mound Park, and not for salaries or monthly expenses.
Section 2: Refunding - The FOSM Director will be the officer by whom the dissolution will be officially prepared and conducted. Membership will be compensated on a pro-rated scale with those benefits accrued up to the formal date of dissolution. Corporations or other private agencies with whom funding schedules have been arranged will be notified by thirty (30) days before the official date of dissolution. Any other interested parties will likewise receive due notification.
(Addition) Section 3: Dissolution Guidelines – Upon the dissolution of the organization,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 tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Approved by the FOSM Board of Director
Approved by the FOSM Membership
Jeffery G. Cobb
Amended – 2/11/2013 by Executive Order