Miamisburg Historical Society Constitution
Revised and Adopted:
Adopted: August 18, 1995
Latest Revision: August 21, 2025
Article I - Name
The name of this organization shall be the MIAMISBURG HISTORICAL SOCIETY. The word Society as used herein describes the Miamisburg Historical Society.
Article II - Purpose
The purpose of this Society shall be:
A. To create and promote a continuing interest in the history and heritage of Miamisburg, Miami Township (Montgomery County) and the surrounding communities.
B. To collect, preserve and exhibit for educational and cultural purpose all types of historical artifacts, records and other material having particular interest to the Miamisburg area.
C. To disseminate historical information through the publication of historical material in the newspapers, newsletters and other printed or electronic media.
D. To maintain a historic resource and research center for public use.
E. To manage the Miamisburg History Center located at 35 South Fifth Street, Miamisburg and the Carnegie Building at 400 East Central Avenue, Miamisburg as authorized by Lease Agreements with the city. These buildings shall serve as the headquarters for the Society and provide spaces for meetings, displays, archives, research and sales operations.
F. To supervise and manage the Heritage Village complex which includes the 1811 Daniel Gebhart Tavern Museum, the Kercher Pioneer Home and the Gebhart-Hieronymus Smoke House. This complex is owned and maintained by the City of Miamisburg.
Article III – Membership
A. Any person or organization interested in information of a general historical or archeological nature about the history of Miamisburg, Miami Township (Montgomery County) and the State of Ohio may become a member of this organization upon payment of the annual or Lifetime dues and subject to approval by the Executive Board.
B. The types of membership shall be specified by the By-laws of the Society.
C. All forms of membership shall carry one vote.
D. Each member is considered to be in good standing if they have a current paid membership and are not subject to any restrictions by the Executive Board or Board of Directors.
E. All members in good standing are entitled to:
1. A subscription to the Society newsletter.
2. All other such privileges as determined by the Board of Directors.
Article IV – OFFICERS & Board of Directors
A. OFFICERS The officers of this Society shall be President, Vice President, Secretary, Treasurer and Curator (appointed) and they shall comprise the Executive Board. All officers shall be members of the Society in good standing when elected or appointed and throughout their term of office.
B. BOard of Directors The membership of the Board of Directors shall be the four elected officers, the five elected Board members, the Curator, the immediate Past President, and the Honorary Board Member, the Mayor of Miamisburg. Board of Directors shall be members in good standing when elected or appointed and throughout their term of office.
C. DUTIES
1. The duties of the President, Vice President, Secretary, Treasurer, and Curator are stated in the By-laws. A quorum for conducting Executive Board business shall be three or more members of the Executive Board, in person or via electronic means.
2. The Executive Board shall have responsibility for any emergency situations that might occur between Board meetings.
3. The Board of Directors shall have responsibility for the general operations and affairs of the Society. The elected members of the Board shall assume specific assignments based on the needs of the Society. A quorum for conducting Board of Directors business shall be two-thirds of the Board, in person or via electronic means.
4. The Board of Directors shall be subject to the Constitution and By-laws of the Society and none of the actions of the Board of Directors shall conflict with action taken by the Society.
5. The Board of Directors will meet regularly to conduct necessary business as determined by the board.
D. TERMS The President, Vice President, Secretary, Treasurer and the Board Members shall hold office for a period of two years, or until their successors shall have been elected and qualified. At the discretion of the Executive Board, the position of President may consist of two persons serving as Co-Presidents. The immediate Past President shall serve for a term of two years, but shall not be replaced upon resignation.
E. ELECTION The election of officers shall be held every two years at the Annual Meeting in odd number years, or in the case of failure to elect, then at any subsequent meeting. Board members shall be elected annually - two on even number years and three on odd number years. Newly elected officers shall assume office on the first day of January following election.
F. REPLACEMENT OF OFFICERS OR BOARD MEMBERS
1. In the event an officer or Board member other than the President resigns or cannot complete his or her term of office, the Executive Board shall have the authority to appoint a successor to complete that officer or board member’s term of office. Exception: The immediate Past President shall not be replaced.
2. In the event the President resigns or cannot complete his or her term of office the Vice President shall assume the office of the President for the remainder of the unexpired term and the Executive Board shall appoint a Vice President, who shall fill this office during the unexpired term of the elected Vice President.
G. PURCHASES AND CONTRACTS
1. The Executive Board shall not have the authority to buy, sell or encumber real property unless specifically authorized to do so by a meeting of the membership.
2. All other purchases shall be authorized in the Board approved budget or by prior authority as designated by the Executive Board, according to the Miamisburg Historical Society By-laws.
3. All contracts shall be approved by the Executive Board and must be signed by the President.
Article V- membership Meetings
A. The Annual Meeting of this Society shall be held on the fourth Thursday of September of each year at the time and place determined by the Executive Board. Meeting notifications shall be sent in writing or electronic means at least 30 days prior to the Annual Meeting.
B. Notice of the annual meeting of the Society shall be made by an annual calendar of events by print or electronically via a four week notice, prior to the meeting.
C. Special meetings may be called by the President, by the Executive Board or by written request of ten members of the Society. The purpose of a special meeting shall be stated and the agenda shall be restricted to this purpose. Except in cases of extreme emergency, two-week written or electronic notice must be given to the membership for said meeting.
D. A quorum for the transaction of business at any annual or special meeting of the Society shall be those members as defined by Article III, of this Constitution present and voting at the meeting.
Article VI - Amendments
A. CONSTITUTION This Constitution may be amended by two-thirds vote of the members in good standing present at any annual meeting, or special meeting called for that purpose, when notice of intended action has been read and discussed at a previous meeting, and notice has been given to all members of the intended action.
B. BY-LAWS Proposed amendments to the By-laws shall be submitted in writing at any Executive Board or Board of Directors meeting. No vote shall be taken until after a review period of at least 30 days from submission of the proposal. The Board members shall be notified of the proposed amendment at least two weeks before the scheduled vote and a majority vote is required to pass the amendment. Any successful amendment shall be reported to the Society in the next newsletter and at the next Society membership meeting.
C. POLICIES Policies regulating the activities of the Society may be passed or amended by a quorum of the Board of Directors at any regular meeting of the Board. Policies adopted shall in no way be in conflict with the Constitution or By-laws of the Society.
Article VII - Miamisburg Historical Society’s NEWSLETTER
The official publication of the Society shall be published at least quarterly. Publication of the newsletter shall be deemed sufficient notice to membership as required by various sections of the Constitution and the By-laws of the Society.
Article VIII - Activities
Notwithstanding any other provisions of these articles, the Society shall refrain from any other activities not permitted by an association exempt as outlined in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Article IX - Indemnification
The Society shall, to the full extent permitted or required by Ohio Non-Profit Corporation Law, as the same time to time may be amended, indemnify all persons whom it may indemnify pursuant thereto.
Article X - Dissolution
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purpose of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of, shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized exclusively for such purposes.
Current constitution
Miamisburg Historical Society Constitution
Revised and Adopted:
August 18, 1995, October 27, 2005, October 20, 2016
Revised: July 14, 2020
Article I - Name
The name of this organization shall be the MIAMISBURG HISTORICAL SOCIETY. The word Society as used herein describes the Miamisburg Historical Society.
Article II - Purpose
The purpose of this Society shall be:
A. To create and promote a continuing interest in the history and heritage of Miamisburg, Miami Township (Montgomery County) and the surrounding communities.
B. To collect, preserve and exhibit for educational and cultural purpose all types of historical artifacts, records and other material having particular interest to the Miamisburg area.
C. To disseminate historical information through the publication of historical material in the newspapers, newsletters and other printed or electronic media.
D. To maintain an historic resource and research center for public use.
E. To manage the Miamisburg History Center located at 35 South Fifth Street, Miamisburg as authorized by a Lease Agreement originally dated June 20, 2019. This building shall serve as the headquarters for the Society and provides space for meetings, displays, archives, research and sales operations.
F. To supervise and manage the Heritage Village complex which includes the 1811 Daniel Gebhart Tavern Museum, the Kercher Pioneer Home and the Gebhart-Hieronymus Smoke House. This complex is owned and maintained by the City of Miamisburg.
Article III – Membership
A. Any person or organization interested in information of a general historical or archeological nature about the history of Miamisburg, Miami Township (Montgomery County) and the State of Ohio may become a member of this organization upon payment of the annual dues and subject to approval by the Executive Board.
B. The types of membership shall be specified by the By-laws of the Society.
C. All forms of membership shall carry one vote.
D. All members in good standing are entitled to:
1. A subscription to the Society newsletter The Tavern Log.
2. All other such privileges as determined by the Board of Directors.
Article IV – OFFICERS & Board of Directors
A. OFFICERS The officers of this Society shall be President, Vice President, Secretary, Treasurer and Curator (appointed) and they shall comprise the Executive Board. All officers shall be members of the Society in good standing when elected or appointed and throughout their term of office.
B. Board of Directors The membership of the Board of Directors shall be the four elected officers, the five elected Board members, the Curator and the immediate Past President. Board of Directors shall be members in good standing when elected or appointed and throughout their term of office.
C. DUTIES
1. The duties of the President, Vice President, Secretary and Treasurer are stated in the By-laws. A quorum for conducting business shall be three or more members of the Executive Board.
2. The Executive Board shall have responsibility for any emergency situations that might occur between Board meetings.
3. The Board of Directors shall have responsibility for the general operations and affairs of the Society. The elected members of the Board shall assume specific assignments based on the needs of the Society. A quorum for conducting business shall be two-thirds of the Board.
4. The Board of Directors shall be subject to the Constitution and By-laws of the Society and none of the actions of the Board of Directors shall conflict with action taken by the Society.
D. TERMS The President, Vice President, Secretary, Treasurer and the Board Members shall hold office for a period of two years, or until their successors shall have been elected and qualified. At the discretion of the Executive Board, the position of President may consist of two persons serving as Co-Presidents. The immediate Past President shall serve for a term of two years, but shall not be replaced upon resignation.
E. ELECTION The election of officers shall be held every two years at the Annual Meeting in odd number years, or in the case of failure to elect, then at any subsequent meeting. Board members shall be elected annually - two on even number years and three on odd number years. Newly elected officers shall assume office on the first day of January following election.
F. RESIGNATIONS
1. In the event an officer or Board member other than the President resigns or cannot complete his or her term of office, the Executive Board shall have the authority to appoint a successor to complete that officer or board member’s term of office. Exception: The immediate Past President shall not be replaced.
2. In the event the President resigns or cannot complete his or her term of office the Vice President shall assume the office of the President for the remainder of the unexpired term and the Executive Board shall appoint a Vice President, who shall fill this office during the unexpired term of the elected Vice President. If a vacancy occurs the Board shall then act under Article IV, Section E above to fill the vacant Board position.
G. PURCHASES AND CONTRACTS
1. The Executive Board shall not have the authority to buy, sell or encumber real property unless specifically authorized to do so by a meeting of the membership.
2. All other purchases shall be authorized in the Board approved budget or by prior authority as designated by the Executive Board.
3. All contracts shall be approved by the Executive Board and must be signed by the President.
Article V- Meetings
A. The Annual Meeting of this Society shall be held on the fourth Thursday of September of each year at the time and place determined by the Executive Board. Meeting notifications shall be sent at least 30 days prior to the Annual Meeting.
B. General meetings of the Society shall be held no less than quarterly at the date, time and place determined by the Executive Board. One of these meetings shall be the Annual Meeting.
C. Notice of all general meetings of the Society shall be made by annual calendar of events by print or electronically when possible prior to the meeting. Any changes to the calendar of events shall require written or electronic notice to the membership at least two weeks prior to the meeting.
D. Special meetings may be called by the President, by the Executive Board or by written request of ten members of the Society. The purpose of a special meeting shall be stated and the agenda shall be restricted to this purpose. Except in cases of extreme emergency, two-week written notice must be given to each member of the Society for said meeting.
E. A quorum for the transaction of business at any general, annual or special meeting of the Society shall be those members as defined by Article IV, Sec. C of this Constitution present and voting at the meeting.
Article VI - Amendments
A. CONSTITUTION This Constitution may be amended by two-thirds vote of the members present at any annual meeting, general meeting or special meeting called for that purpose, when notice of intended action has been read and discussed at a previous meeting, and notice has been given to all members of the intended action.
B. BY-LAWS Proposed amendments to the By-laws shall be submitted in writing at any Executive Board or Board of Directors meeting. No vote shall be taken until after a review period of at least 30 days from submission of the proposal. The Board members shall be notified of the proposed amendment at least two weeks before the scheduled vote and a majority vote is required to pass the amendment. Any successful amendment shall be reported to the Society in the next Tavern Log and at the next Society membership meeting.
C. POLICIES Policies regulating the activities of the Society may be passed or amended by a quorum of the Board of Directors at any regular meeting of the Board. Policies adopted shall in no way be in conflict with the Constitution or By-laws of the Society.
Article VII - The Tavern Log
The official publication of the Society shall be called The Tavern Log and shall be published at least quarterly. Publication of The Tavern Log shall be deemed sufficient notice to membership as required by various sections of the Constitution and the
By-laws of the Society.
Article VIII - Activities
Notwithstanding any other provisions of these articles, the Society shall refrain from any other activities not permitted by an association exempt as outlined in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Article IX - Indemnification
The Society shall, to the full extent permitted or required by Ohio Non-Profit Corporation Law, as the same time to time may be amended, indemnify all persons whom it may indemnify pursuant thereto.
Article X - Dissolution
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purpose of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of, shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized exclusively for such purposes.