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 HCA Board of Directors, which approved the proposed constitution and bylaws, is committed to sharing information, answering questions and seeking input from members to ensure that all have the opportunity to fully consider the proposal before the election.
During a 30-day comment period, February 12 through March 14, members may submit questions or comments:
• By email to constitution/bylawscomments@heiseymuseum.org
• By mail to Constitution/Bylaws Comments, Heisey Collectors of America, 169 W. Church Street, Newark, Ohio, 43055
• By calling board member Mary Olson, 612-597-1284, 8:30 a.m. to 5 p.m. Central
Following that, members will have the opportunity to participate in virtual discussions. Dates will be announced in mid to late March.
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.