CONSTITUTION OF THE LITTLE BIG HORN ASSOCIATES
ARTICLE I
Purpose
The Association is specifically formed for the study of the life and times of George Armstrong Custer. The purpose of the Association is therefore to be an educational organization for the study of, dissemination of information about, and the camaraderie of people who have an interest in the life and times of George Armstrong Custer.
ARTICLE II
Membership
Section 1. Qualification. Membership in the Association shall be open to anyone who is interested in the purpose of the Association, who submits an application for membership and pays dues established from time to time by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the Members shall be held at such place and time as may be designated by the Board of Directors or as selected in such manner as may be designated by the Board of Directors. The Board of Directors shall notify such Member of the annual meeting by written notice in the Association’s Newsletter (or similar publication) at least ninety (90) days prior to the meeting date.
Section 3. Special Meetings. Special meetings of the Members may be called by the Board of Directors.
Section 4. Payment of Dues. The Board of Directors shall establish the dues for the Association. Any Member who pays his dues withing sixty (60) days of the expiration of his annual membership shall be a Member in good standing for the balance of that twelve (12) month period, unless removed from Membership in accordance with this Constitution.
Section 5. Revocation of Membership. Any person may be removed as a Member of the Association or rejected for membership for conduct disruptive to the purposes and goals of the Association by a two-thirds (2/3) vote of the Members attending an annual meeting. Upon such removal or rejection, such person’s pro-rated dues to the date of such removal or dues accompanying such application shall be returned.
ARTICLE III
Directors
Section 1. Powers of the Board of Directors. Except as otherwise provided in the Articles of Incorporation or this Constitution, or by law, all of the authority of the Association shall be vested in and exercised by, and its business and affairs shall be conducted and its properties controlled by, the Board of Directors
Section 2. Number of Directors. The number of Directors shall be five (5). The number of Directors may be increased or decreased (subject to the condition that in no event shall there be less than five (5)) by the Members at their annual meeting or a special meeting called and held for that purpose, but no such decrease shall of itself have the effect of shortening the term of any incumbent Director.
Section 3. Election of Directors. Notice for nominations for the office of Director shall be published in the Newsletter (or similar publication) and/or by separate mailing well in advance of the mailing of the ballot, with a specified date for the closing of nominations. All nominations received shall be included on the ballot.
The election of Directors shall take place by written ballot. A ballot shall be mailed to each Member in good standing or enclosed in the Association’s Newsletter which is published closest, but prior to, October 1 each year. Ballots shall be returned prior to December 1 of that year. The number of persons equal to the then number of directorships to be elected who receive the greatest number of votes shall be elected to the Board. The elected members of the Board shall take office on January 1 of the next year.
Section 4. Terms of Office. Except for the initial Directors, Directors shall hold office for a term of two (2) years or until their successors are elected and qualified. Two Directors’ terms shall begin in an even numbered year and three shall begin in an odd numbered year. The terms of the initial Directors shall end as follows:
Michael Koury December 31, 1979
Lawrence Frost December 31, 1979
Elizabeth Lawrence December 31, 1980
Bruce Liddic December 31, 1980
Thomas Bookwalter December 31, 1980
Section 5. Qualifications of Directors. Any person who is a Member in good standing may be elected as a Director for any number of terms of office.
Section 6. Removal of a Director. Any Director may be removed at any time, with or without cause, by an affirmative two-thirds (2/3) vote of the Board of Directors.
Section 7. Vacancies. The remaining Directors may, by a vote of the majority of their number through a written ballot mailed to them by the Chairman of the Board or his designee, fill any vacancy in the Board of Directors until the next election of Directors, and any Director so appointed to fill any such vacancy shall serve until the next election of Directors and until his successor is duly elected and qualified.
ARTICLE IV
Meeting of the Board of Directors
Section 1. Annual Meetings. The annual meeting of the Board of Directors shall be held at the annual meeting of the Members, at a time designated by the Chairman of the Board. At the annual meeting, such business shall be transacted as deemed appropriate by the Board of Directors and the Membership.
Section 2. Other Meetings. Special meetings of the Board of Directors may be held at any time upon call of the Board of Directors or the Chairman of the Board upon at least ten (10) days prior written notice to all Directors.
Section 3. Places of Meetings. Except for the annual meeting of Directors, which shall be held at the annual meeting of Members, any meeting of the Board of Directors may be held at such place as is specified in the notice of said meeting.
Section 4. Voting and Quorum. A majority of the total authorized number of Directors shall constitute a quorum for the transaction of business at any meeting. The action of a majority of the Directors present at any meeting shall be an act of the Board of Directors.
Section 5. Actions by Directors Without a Meeting. Any action, which may be authorized or taken at a meeting of the Directors, may be authorized or taken without a meeting in a writing or writings approved and signed by all of the Directors. Any such writing shall be filed with or entered in the records of the Association. Any certificates with respect to the authorization or taking of any such action which are required to be filed with the office of the Secretary of State shall recite that the authorization or taking of any action was in a writing or writings approved and signed as specified in Section 1702.25, Ohio, Revised Code.
ARTICLE V
Committees, Publications, Editorial Board
Section 1. Committees. The Board of Directors, by By-Law or resolution, may provide for and appoint such committees as it may deem desirable for the proper administration and operation of the Association and may assign to any such committee such powers and duties as it may determine.
Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All action by any such committee shall be subject to revision and alteration by the Board of Directors provided that no rights or third persons shall be adversely affected by any such revision or alteration.
An act or authorization of an act by any such committee within the authority delegated to it by the resolution establishing it shall be as effective for all purposes as the act of the authorization of the Board of Directors.
Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.
Section 2. Publications. The Association will publish a Research Review (or similar publication) dedicated to the publishing of articles concerning the purposes of the Association. The Board of Directors shall appoint an Editor thereof, who shall be an ex-officio member of the Board of Directors, entitled to attend all meetings of the Board, but who shall not have a vote.
In addition to the Research Review, the Association will publish a Newsletter (or similar publication). The Board of Directors shall appoint an Editor thereof, who shall be an ex-officio member of the Board of Directors, but shall serve without a vote. The Board of Directors may, at its discretion, combine the Research Review and the Newsletter if it feels such to be in the best interest of the Association.
With respect to any publication, the Board of Directors may appoint such editors and staff members as is required. These could include, but not be limited to, an art editor, production editor, and assistant production editor.
Section 3. Editorial Board. There shall be an Editorial Board which shall review all articles and/or papers submitted for publication in the Research Review. The number of members on the Editorial Board shall be established by the Board of Directors, but shall be no less than three (3). The Board of Directors shall appoint the members of the Editorial Board to serve at the pleasure of the Directors.
Each member of the Editorial Board may render an opinion with respect to whether or not such article or paper shall be published, and the decision whether or not to publish such shall be decided by the majority vote of those members rendering an opinion. The Editor of the Research Review shall also have a vote. In the case of tie, the Editor’s vote shall control.
ARTICLE VI
Officers
Section 1. Officers. The officers shall consist of a Chairman of the Board of Directors (who shall be a member of the Board of Directors and who shall be the chief executive officer), a Secretary and a Treasurer, each of whom shall be a Member of the Association. The Board of Directors may appoint such assistants as may be necessary.
Section 2. Election of Officers. The officers shall be elected by the Board of Directors by a vote of the majority of the Board of Directors by written ballot mailed to each member by the then presiding Chairman of the Board, which election shall take place as soon as reasonably possible after the election of the Board of Directors. Once the officers are so elected, all of the members of the Board of Directors shall take action as set forth in Section 5 of Article IV to confirm such election.
Officers shall hold office for a term of one (1) year or until his successor is elected and qualified. The Board of Directors may remove any officer at any time, with or without cause, by a majority vote. The Board of Directors may fill any vacancy in any office occurring from any cause.
ARTICLE VII
Duties of Officers
Section 1. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the Board. He shall sign, with the Secretary or any other proper officer of the Association duly authorized by the Board of Directors, all contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be especially delegated by the Board of Directors to some other officer or agent of the Association. The Chairman of the Board of Directors shall perform such other duties as from time to time may be prescribed by the Board of Directors.
Section 2. Treasurer. The Treasurer shall have general supervision of all finances of the Association. He shall receive and have charge of all money, bills, notes, and similar property belonging to the Association, and shall do with the same as may from time to time be required by the Board of Directors; shall disburse funds of the Association as may be ordered by the Board of Directors; shall render to the Board of Directors, whenever requested by it, an account of all Association transactions and of the financial condition of the Association; shall perform such other and further duties as may from time to time be required of him by the Board of Directors. The Treasurer shall be an ex-officio member of any committee of the Association empowered to disburse or commit funds of the Association.
Section 3. Secretary. The Secretary shall keep minutes of all proceedings of the Board of Directors, and shall make proper record of the same, which shall be attested; shall sign all contracts and other instruments executed by the Association requiring the Secretary’s signature; and shall perform such other and further duties as may, from time to time, be required by the Board of Directors.
ARTICLE VIII
Indemnification of Directors, Officer, Employees, Agent
The Association shall indemnify every person who is or was a Director, officer, employee, or agent of the Association, as follows:
1. In case any person was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Association, by reason of the fact that he is or was a Director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Association shall indemnify such person against expenses, including attorney’s fees, judgements, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any matter the subject of a criminal action, suit or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent, shall not, itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any matter the subject of a criminal action, suit, or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
2. In case any person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgement in its favor by reason of the fact that he is or was a Director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Association shall indemnify such person against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense of settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association, unless and only to the extent that the Court of Common Pleas, or the Court in which such action or suit was brought, shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the Court of Common Pleas or such other court shall deem proper.
3. To the extent that a Director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs 1 and 2 above, or in defense of any claim, issue or matter therein, the Association shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 and 2 above, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs 1 and 2 above. Such determination shall be made (a) by a majority vote of a quorum consisting of the Directors of the Association who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Association, or any person to be indemnified within the past five years, or (c) by the members, or (d) by the Court of Common Pleas or the Court in which such action, suit or proceeding was brought. Any determination made by the disinterested Directors under sub paragraph (b) of this paragraph shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Association referred to in paragraph 2 above, and if, within ten (10) days after the receipt of such notification, such person shall petition the Court of Common Pleas or the Court in which such action or suit was brought to review the reasonableness of such determination, no action in implementing such determination shall be taken until after the final judgment of such Court has been had and such determination has been modified to the extent necessary to accord with such judgment; however, if, after such ten-day period, such person shall not have petitioned the Court of Common Pleas or the Court in which such action or suit was brought to review the reasonableness of such determination, the Association shall proceed to implement such determination.
5. Expenses, including attorneys’ fees, incurred in defending any action, suit or proceeding referred to in paragraphs 1 and 2 above may be paid by the Association in advance of the final deposition of such action, suit or proceeding as authorized by the Directors in the specific case upon the receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in this Article.
6. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have indemnified him against such liability under this Article.
ARTICLE IX
Donations and Special Funds
The Board of Directors, on behalf of the Association, shall have the authority to receive donations from any source in cash or other property acceptable to the Board of Directors, and the Board of Directors may accept donations subject to restrictions as to the uses and purposes for which the same may be applied to which limit the time, manner, amount, or other terms of such application, provided that the uses and purposes and the terms of application specified are within the purpose of the Association and do not violate the Articles of Incorporation of the Association, this Constitution or any applicable statute or rule of law.
To facilitate the making and administration of restricted donations, the Board of Directors may establish special trusts or funds, donations to which shall be held for specified uses and purposes and/or terms of application, provided that such specific uses and purposes and terms of application are within the uses and purposes of the Association and do not violate its Articles of Incorporation, this Constitution or any applicable statute or rule of law.
ARTICLE X
Prohibitions
No Director, officer or employee of, or Member, or person connected with the Association, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payments to any such person of such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the Association’s assets upon its dissolution.
ARTICLE XI
Interpretation
In case of any dispute as to the construction of this Constitution, the Board of Directors shall have the power to interpret and to construe them, and its decisions as to the proper interpretation and construction thereof shall be final and conclusive.
As used throughout this Constitution, whenever the masculine gender is referred to, it shall also include the feminine gender.
ARTICLE XII
Amendment
This Constitution may be amended or repealed, and a new Constitution may be adopted at any annual meeting of Members by the act of a majority of the Members attending such meeting.
EXTRACT FROM MINUTES OF ANNUAL MEETING OF THE DIRECTORS OF THE LITTLE BIG HORN ASSOCIATES, INC. JULY 31, 1980. WEST POINT, NEW YORK
RESOLVED THAT THE DIRECTORS OF THE ABOVE ORGANIZATION DID AT THEIR ANNUAL MEETING HELD ON THE ABOVE DATE AND AT THE ABOVE PLACE RATIFY THE ADOPTION OF THE ATTACHED CONSTITUTION (Code of Regulations) of the LITTLE BIG HORN ASSOCIATES.
s/ Charles E. Merkel, Jr, Asst Sec
s/ Thomas Bookwalter, Dir
John Carroll, Dir
Bruce Liddic, Dir
Elizabeth A. Lawrence, Dir
Lawrence Frost, Dir
AMENDMENTS TO CONSTITUTION OF
LITTLE BIG HORN ASSOCIATES
FIRST AMENDMENT
Article III. Section 2. Number of Directors is amended to read as follows: The number of Directors shall be seven (7). The number of Directors may be increased or decreased (subject to the condition that in no event shall there be less than five (5) by the Members at their annual meeting or a special called meeting called and held for that purpose, but no such decrease shall of itself have the effect of shortening the term of any incumbent Director.
SECOND AMENDMENT
Article III. Section 4. Terms of Office is amended to read as follows: Except for the initial Directors, Directors shall hold office for a term of two (2) years or until their successors are elected and qualified. Four (4) Directors’ terms shall begin in an odd numbered year and three (3) shall begin in an even numbered year. (Above two amendments adopted at the 1981 Annual Meeting of Members, First Amendment to be effective January 1, 1982.)
THIRD AMENDMENT
Article III. Section 4. Terms of Office is amended to read as follows: Except for the initial Directors, Directors shall hold office for a term of two (2) years or until their successors are elected and qualified. Four (4) Directors’ terms shall begin in an odd numbered year and three (3) shall begin in an even numbered year. Commencing with Directors elected and qualified for 1983, terms of Directors will be limited to three (3) consecutive two (2) year terms. (Adopted at the 1982 Annual Meeting of the Members.)
FOURTH AMENDMENT
Article VI, Section 2. Paragraph two (2) is amended to read as follows: Officers shall hold office at the pleasure of the Board of Directors. The Board of Directors may remove any officer at any time, with or without cause, by majority vote. The Board of Directors may fill any vacancy in any office occurring from any cause. (Adopted at the 1983 Annual Meeting of the Members.)
FIFTH AMENDMENT
Article III, Section 3. The last sentence in paragraph two (2) of the section is amended to read as follows: The elected members of the Board shall take office upon receipt of written notification of their election by the Secretary of the Associates. (Adopted at the 1983 Annual Meeting of the Members.)
SIXTH AMENDMENT
Article III, Section 8. Expenditures is amended to read as follows: The Board of Directors may authorize expenditures for the purposes of donations that exceed $1000 per year per donor only with prior approval by a majority of the members present at an Annual Meeting of the members. (Adopted at the 1987 Annual Meeting of the Members.)
SEVENTH AMENDMENT
Article III, Section 6. Removal of a Director is added to as follows:
All candidates for the Board of Directors of the Association either nominated or by petition must make a commitment to the membership that they will attend all annual Board meetings.
Failure to attend an annual Board meeting will be cause for immediate dismissal prior to that meeting by the Chairman of the Board of Directors of the Board member not in attendance. The Chairman of the Board shall be directed to appoint a member in good standing of the Association to replace the missing Board member. Selection of the new Board member shall be made with the advice and consent of a majority of the sitting Board members.
Failure to attend the annual Board meeting may only be excused for extraordinary circumstances that meet with the Chairman’s approval. Failure to attend the annual Board meeting because of inconvenience to the Board member may not be an excuse. (Adopted at the 1990 Annual Meeting of the Members.)
EIGHTH AMENDMENT
Article IV, Section 5. The first sentence is amended to read as follows: Any action, which may be authorized or taken at a meeting of the Directors, may be authorized or taken without a meeting in a writing or writings approved and signed by all of the Directors, or, by a telephone conference call where all participating Directors can hear each other shall qualify as a meeting; for a meeting to be held by such conference call, it must be called by the Chairman or two Directors. (Adopted at the 1991 Annual Meeting of the Members.)
NINTH AMENDMENT
Article III, Section 3, Election of Directors. The second paragraph of Section 3 is amended to read as follows: The election of Directors shall take place by written ballot. A ballot shall be mailed to each Member in good standing or enclosed in the Association’s Newsletter which is published closest, but prior to March 1 each year. Ballots shall be returned prior to April 1 of that year. The number of persons equal to the then number of directorships to be elected who receive the greatest number of votes shall be elected to the Board. The elected members of the Board shall take office on May 1 of that year.
This Amendment shall be effective in the year 2006. Any Directors whose term would have expired in 2006 shall continue on the Board through April 30, 2006. (Adopted at the 2005 Annual Meeting of the Members.)
TENTH AMENDMENT
Article III, Section 5, Qualification of Directors. The following language shall be added to Section 5 of Article III: Provided, however, that two or more persons may not serve as Directors who are related to each other by blood or marriage. No person shall be eligible to run for election to the Board of Directors if there is a relative by blood or marriage of that person serving as Director at the time during which nominations are accepted for the position of Director for the next election. In the event that two or more individuals related by blood or marriage should both be elected, the nominee with the greater number of votes shall be elected as Director and any and all other nominees related by blood or marriage shall be disqualified. This shall result in the nominee not related by blood or marriage to any other Director elect and receiving the next highest number of votes to be elected to the Board of Directors. In the event there is no other nominee obtaining votes in that election, who is not related by blood or marriage to any Director elect, then the position for that Director on the Board shall be vacant and shall be filled pursuant to Article III, Section 7, of this Constitution. (Adopted at the _____ Annual Meeting of Members, ______)
ELEVENTH AMENDMENT
Article X, Prohibitions. In addition to the prohibitions already provided in this article, no Director, officer, employee, or member of the LBHA shall be authorized to use any funds of the organization for any personal use. (Adopted at the 2018 Annual Meeting of Members, August 2018.)