Learn about new proposed HCA Constitution and Bylaws
A proposed new HCA Constitution and Bylaws will be on the June HCA election ballot. The proposed documents reflect the substance of the current constitution and bylaws, but have been updated to comply with Ohio laws regarding non-profit organizations, to be clearer, and to meet the needs of an organization operating in the 21st century. The proposed new constitution and bylaws have been reviewed and approved by HCA’s attorney and accountant.
The proposed HCA Constitution and Bylaws presented here have been revised to reflect input from members. Revisions are indicated by strikethroughs and red text. When reviewing the revised Constitution and Bylaws, please keep in mind that this is a “fix the bylaws” project, not a “fix HCA” project.
Thanks to the HCA members who attended one or more of the three virtual meetings and the study clubs that provided extremely valuable input on the first published draft of the proposed documents.
For members who were unable to attend the virtual meetings, videos of the second and third meetings are available on SharePoint. This new draft will be reviewed by the HCA Board of Directors during its meeting on April 10 and shared with members during the Membership Meeting on Saturday, April 12, 9 a.m., at the GMP Local 244 Union Hall in Newark. There is still time to provide input via email to constitutionbylawscomments@heiseymuseum.org.
The final draft will be published in the May edition of Heisey News and members will have an opportunity to vote on the proposal in June.
Study Club Responses
In the interest of full transparency, questions from three study clubs and the responses from the Board of Directors and Bylaws Committee have been posted. Links to these additional documents are below.
Frequently Asked Questions
HCA’s Constitution and Bylaws have been amended many times over the 50 plus years since they were drafted. The proposed new version does not substantially change the way HCA operates. The Board of Directors is the governing body, as required by law. The voting members elect the board and approve amendments to the Constitution and Bylaws. The museum staff runs the day-to-day operations of HCA and the museum.
The Constitution and Bylaws have been rewritten for clarity and to eliminate inconsistencies. In addition, provisions dealing with the same subject matter have been grouped together. For example, the provisions dealing with membership are all together in the same article. The revised Constitution and Bylaws also reflect what we actually do, and they bring the organization into the 21st century. The rewritten Constitution and Bylaws comply fully with Ohio law regarding non-profit organizations.
One of the most important changes involves the procedures for voting. There are two parts to this.
First, the current procedures for voting on amendments to the Constitution and Bylaws differ from the procedures for electing directors. Under the proposed revisions, the same procedures will apply to both the election of directors and voting on amendments to the Constitution and Bylaws.
Second, the proposed revisions make it easier to vote. Voting members will not have to request a ballot if they wish to vote absentee. Instead, ballots will be mailed to all voting members. They will have the option of voting absentee or voting in person at the meeting. Based on our experience during Covid, this is likely to increase voting members’ participation in elections and is less work for the staff.
Throughout the revised constitution and bylaws, you will see references to “authorized communications equipment.” This is the term used in the Ohio Nonprofit Corporation Law to refer to electronic communications such as email and online meetings using platforms such as Teams and Zoom. These additions bring our constitution and bylaws in line with the current law and HCA’s current practices.
There are also provisions authorizing future boards to implement attendance at membership meetings by electronic means, as well as electronic voting.
HCA members voted twice (2023 and 2024) against proposals to eliminate the Voting Member category. Respecting that decision, the proposed new Constitution and Bylaws retain the Voting Member category.
No. The Bylaws Committee was in favor of shortening the board members’ terms to three years but was not in favor of reducing the number of board members at this time. A board with 12 members allows HCA to have board members from all parts of the country, with a variety of professional backgrounds and life experiences.
Keeping the number of board members at 12 and shortening the term to three years would result in the potential for six vacancies on the board every three years. The committee and the board felt this would not be in the best interests of HCA. If anyone can come up with a solution to this problem, we would like to hear from you!
No. The committee and the board felt a decision of this importance should be in the hands of the voting members, as it always has been.
The language in Section 1 is standard language recommended for the governing documents of 501(c)(3) tax-exempt corporations like HCA.