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Maine Sports Hall of Fame
By-Laws
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(as Amended on April 1, 2020)
Article 1 - Name and Corporate Seal
Section 1 - Name
The name of the Corporation shall be MAINE SPORTS HALL OF FAME.
Section 2 - Corporate Seal
The Corporation may have a Corporate Seal with the name of the Corporation, the year of its incorporation, and the name of the State of Maine, so engraved on its face that it can be embossed on paper by pressure. The Board of Directors may change the form of the Seal at any time.Article 2 - Purposes and Nonprofit Status
Section 1 - Purposes
Holding to the dignity and beneficence of athletic endeavor, for participant, spectator, community and State, and the exertion of such as another expression of human arts and skill, the purposes of this Corporation are:- To formally honor and memorialize Maine athletes and great sports figures who have brought distinction and honor to the State of Maine and those who have made or continue to make substantial contributions to the development and advancement of Maine sports;
- To appoint and bestow recognition, awards, and scholarships to outstanding Maine high school Scholar Athletes for their scholastic and athletic leadership;
- To further the goal of making A Better Maine Through Sport by sponsoring leadership program initiatives, partnerships, and outreach to all levels of athletics throughout the State.
Section 2 - Non-Profit Status
The Corporation is and shall remain a volunteer, nonprofit organization and no part of the net earnings of the Corporation shall inure to the benefit of any individual. Upon dissolution of the Corporation, any remaining net assets shall be distributed to such educational or charitable organizations and in such proportions and amounts, as the members of the Corporation shall determine. It is hereby provided, in any event, and in the event of dissolution, any and all assets are and shall be hereby, permanently dedicated to Internal Revenue Code 501(c)(3) purposes and to any acts amendatory thereof or additional thereto.Article 3 - The Corporation
Section 1 - Meetings
The Board of Directors shall meet at least four (4) times in each Fiscal Year, at such date, time, and place as may be designated by the Chair. In the event that meetings of the Directors are not held as herein prescribed, a special meeting of the Directors may be called and held in lieu of such meeting(s).Section 2 - Meeting Notice
Written or printed notice for any meeting may be sent at any time by the Chair, Executive Committee, or by any five (5) Directors. The Chair shall email notice to each Director at his or her address as it appears on the corporate books. Notices shall be emailed at least ten (10) days prior to the meetings, stating the place, date, time, agenda, and material pertinent to the matters to be discussed. If the Chair deems an emergency exists, telephone or email notice shall be sufficient.Any meeting of the Board of Directors shall be a legal meeting without notice if each Director either waives such notice by a writing which is filed with the records of the meeting or is present at the meeting.
Section 3 - Quorum
At any meeting of the Board of Directors, nine (9) members of the Board shall constitute a quorum for the transaction of business. If at any meeting of the Board there be less than a quorum present, a majority of the members present shall adjourn the meeting or proxies may be used to bring the total votes to the required quorum number.Section 4 - Proxy
A proxy dated more than six months before the meeting shall be invalid and no such proxy shall be valid after the final adjournment of such meeting.Article 4 - The Officers
Section 1 - Officers
The officers of the Corporation shall be a Chair, one or more Vice-Chairs, a Treasurer, and a Secretary. The Board of Directors may elect such other Officers as they deem necessary for the operation of the Corporation. All Officers shall hold office for a term of two (2) years, with subsequent two-year extension(s) as approved by vote of the Board of Directors. Such terms shall be on a Fiscal Year basis, unless stated otherwise. While a Director is also serving as an Officer, the term limits set forth in Article 6, Section 1 will be tolled until the Director is no longer serving as an Officer, so long as the total duration of continuous service of a Director does not exceed ten (10) years.Section 2 - Voting
The Chair, one or more Vice-Chairs, the Treasurer, Secretary and such other Officers as the Board of Directors may determine, shall be elected by vote of the Board of Directors. Such vote shall take place at the first meeting of the Fiscal Year to the extent possible. Voting proxies may be used to bring the total votes to the required quorum number.Section 3 - Vacancies
The Board of Directors at any meeting or special meeting of such Board may fill all vacancies in any of the offices of the Corporation.Article 5 - Duties of the Officers
Section 1 - Chair
The Chair, subject to the control of the Board of Directors, shall have general charge and control of all the business and affairs of the Corporation and, further, shall have the authority to delegate said responsibilities to one or more Vice-Chairs. The Chair or Vice-Chair(s) shall preside at all meetings of the Corporation and of the Board of Directors, and shall perform such duties as the Board of Directors may authorize. The Chair shall have the power to sign all corporate deeds, mortgages, leases and contracts, and shall have custody of the same.Section 2 - Vice-Chair(s)
The Vice-Chair(s), upon delegation by the Chair and subject to the control of the Board of Directors, shall have general charge and control of all the business and affairs of the Corporation. The Vice-Chair(s) shall have authority to preside at all meetings of the Corporation and of the Board of Directors, and shall perform such other duties as the Board of Directors may authorize. The Vice-Chair(s) shall have the power to sign all corporate mortgages, deeds, leases and contracts, and shall have custody of the same.In the absence of the Chair, or in the event of death, inability or refusal to act as Chair, the Vice-Chair(s) shall perform the duties of the Chair, and when so acting, shall have all the powers of the Chair. The Vice- Chair(s) shall perform such other duties as the Chair and the Board of Directors may direct.
Section 3 - Treasurer
The Treasurer shall have the custody of the funds of the Corporation, which funds shall be deposited in such banks as the Treasurer shall designate with prior approval of the Board of Directors. The Treasurer, or designated employee(s) of the Corporation, shall collect and receive all moneys due and owing to the Corporation and disburse the same pursuant to the contracts and obligations of the Corporation or the Board of Directors. The Treasurer shall keep accurate books of account and shall have the custody of all moneys, and documentation concerning debts. The Treasurer shall have the power to sign checks. The Treasurer shall submit financial statements at all meetings of the Corporation and Board of Directors and upon request of the Executive Committee. Such financial statements shall be in such form as specified by the Executive Committee.Section 4 - Secretary
The Secretary shall be Secretary of the Corporation and of the Board of Directors. The Secretary shall be sworn to the faithful performance of the duties and shall attend all meetings of the Corporation and of the Board of Directors, and shall record upon the books of record of the Corporation the proceedings of such meetings and perform all other duties incident to the office. The Secretary shall give notice to the Directors of the respective meetings as provided by the Bylaws. In the absence of the Secretary from any meeting of the Board of Directors, a temporary Secretary shall be chosen who likewise shall be sworn to the faithful performance of those duties.Article 6 - Board of Directors
Section 1 - Number of Directors, Terms, Resignation
There shall be a Board of not fewer than sixteen (16) or more than twenty (20) Directors. The Directors shall be selected and apportioned as much as is reasonably possible according to the principal geographic regions of the state. If a person shall resign from the Board of Directors, they shall be deemed to have resigned any other office as well. Directors may be elected at any meeting provided that notice of the election shall be inserted in the notice of meeting.Terms of Office: Directors shall serve for terms of three (3) years and until their successors are elected and qualified, or until their prior death, removal, or resignation. The Directors shall be divided into three (3) classes with staggered terms, to be determined by the Chair of the Board, such that (as nearly as possible) one-third of the Directors shall be elected at the outset of each Fiscal Year.
Term Limits: An individual may serve no more than two (2) consecutive 3-year terms as Director; provided, however, that any individual serving as a Director immediately prior to May, 2015, who has served less than three (3) consecutive years as of such time shall be eligible to serve for up to two (2) additional 3-year terms following such Director’s current term. Any individual who has become ineligible for board service due to the foregoing term limits shall be eligible to serve as a Director after a 3-year absence from the Board.
Tolling: The time periods described above in Term Limits shall be tolled (or paused) while an individual is serving as an Officer, so long as the total duration of continuous service does not exceed ten (10) years.
Section 2 - Management, Executive Director, Gifts, Document Authorization
The Board of Directors shall have the entire management and control of the property, business and affairs of the Corporation. In such management and with all the powers possessed by the Corporation, so far as this delegation of authority is not inconsistent with the laws of the State of Maine, with the Articles of the Organization, or with these Bylaws, the Board of Directors may appoint an Executive Director and other necessary agents or employees whose duties shall be determined by it. The Chair, in consultation with the Executive Committee, shall fix the salaries and compensation of the Executive Director and of the agents and employees of the Corporation. The Board of Directors shall accept or reject on behalf of the Corporation any gifts, which may be made to the Corporation. The Board of Directors shall from time to time take such action, as it may deem necessary or proper for the accomplishment of the purposes of the Corporation. The Board of Directors may in any particular instance authorize the execution of any corporate mortgage, deed, lease, contract, promissory note, or other instrument by any officer.Section 3 -Vacancies
The Board, at any meeting of the Board, may fill all vacancies on the Board of Directors, including vacancies existing by reason of failure of the members of the Board of Directors to elect sixteen (16) Directors, provided that notice thereof shall be inserted in the notice of the meeting.Article 7 - Committees
Section 1 - Nomination Committee
There shall be a Nomination Committee consisting of at least three (3) Directors who shall nominate the Chair and other Officers of the Corporation. This committee shall file with the Secretary at least fourteen (14) days before the first meeting of the Fiscal Year, names of its nominees for Directors or Officers of the Board. The Directors shall have the right to offer nominations for Directors or Officers from the floor at such meeting of the Board of Directors.Section 2 - Executive Committee
The Chair shall annually appoint, subject to the approval of the Board of Directors, an Executive Committee of at least four (4) Directors. The Chair, Vice-Chair(s), Treasurer, and Secretary shall all serve on the Executive Committee along with such other Directors selected by the Chair.The Executive Committee shall have all of the powers of the Board of Directors in the interim between meetings of such Board, except that it may not modify any action taken by the Board of Directors; and further, the Executive Committee only shall have the power and authority to submit a maximum of two (2) nominations to be considered by the Honors and Selection Committee for the induction into the Maine Sports Hall of Fame. The Executive Committee may have stated days for its meetings, notice of which in writing, shall be sent by the Secretary by email, to each member of the Executive Committee at their address as it appears on the books of the Corporation, at least seven (7) days before the day set for the meeting. Special meetings may be called by the Chair or by the Vice Chair or by a majority of the Executive Committee at any time, upon forty-eight (48) hours written, email, telephone or person-to-person notice. At all meetings, three (3) members shall constitute a quorum. Proxies may be used to bring the total votes to the required quorum number.
The Secretary shall keep minutes of each meeting in a book kept for that purpose and shall send a copy of the minutes of each meeting of the Executive Committee by email to each Director within 5 business days of such meeting. The Chair may fill a vacancy on the Executive Committee occasioned by the death, resignation or inability or refusal to act of a member.
The Executive Director shall at all times be subject to the direction of the Board of Directors and the Executive Committee and shall have such duties as the Board of Directors and the Executive Committee may determine. The Executive Director shall attend all meetings of the Corporation and of the Board of Directors and of all committees other than the Nomination Committee, except that he/she shall not be present at that part of any meeting concerned with any discussion of salary.
Section 3 - Finance / Audit Committee
The Chair shall annually appoint a Finance/Audit Committee consisting of at least three (3) Directors. The Finance/Audit Committee shall report to the Chair and the Board of Directors as to the financial status of the organization at all scheduled meetings of the Board of Directors. The Finance/Audit Committee shall also provide for an annual audit of the accounts of the Corporation by a certified public accountant and shall annually submit to the Board of Directors a statement by such accountant of the true condition of the Corporation’s financial affairs as disclosed by the books at the time of the audit. This statement shall be in such form and contain such information as may be prescribed by the Board of Directors.Section 4 - Honors and Selection Committee
There will be an Honors and Selection Committee consisting of at least five (5) and no more than nine (9) Directors. The Chair of the Board shall also serve as the non-voting Chair of the Honors and Selection Committee. The Chair will appoint each of the members of the Honors and Selection Committee for a three (3) year term with appointments staggered so that only a part of the Committee terms will be concluded annually. The criteria established by the Honors and Selections Committee to determine potential inductees into the Maine Sports Hall of Fame shall be approved by the Executive Committee and the Board of Directors.Section 5 - Other Committees
The Chair shall appoint such other committees as may be necessary for the proper conduct of the business of the Corporation. Further, the Chair may appoint up to three (3) non-Board Members to these so-called other committees (other than those in Sections 1 – 4) so long as the number of non-Board Members constitutes less than half of the total members of the subject committee, and such appointments shall be ratified by the Board of Directors. All committee members shall have voting authority.Section 6 - Chair and Committees
The Chair may be a member ex-officio of each Committee and the Chair shall appoint the Committee Chair and members of each Committee. Unless otherwise provided in the Bylaws, a majority of the members of each Committee shall constitute a quorum for the transaction of business. Each Committee shall elect a member or the Executive Director to keep a true record of all proceedings, which record shall always be open to the inspection of any Director. The Chair may fill a vacancy on any committee occasioned by death, resignation, or inability or refusal to act of a member. This section shall not apply to the Executive Committee, as to which the provisions of Section 2 of this Article 7 shall apply.Section 5 - Advisory Board
The Chair shall annually appoint members to an Advisory Board, a body that provides non-binding strategic advice to the Officers and Board of Directors of the Corporation. The members of the Advisory Board shall serve at the pleasure of the Chair and may attend Board Meetings, yet do not have voting authority nor do they bear fiduciary responsibilities.Article 8 - Parliamentary Authority
Section 1 - Rules of Order
Roberts' Rules of Order as revised shall be used as the reference of parliamentary authority.Article 9 - Bonds
Section 1 - Bonds
The officers, employee, and agents of the Corporation shall furnish such Bonds and with such sureties, as the Board of Directors may determine, at the expense of the Corporation.Article 10 - Fiscal Year
Section 1 - Fiscal Year
The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December in each year unless otherwise ordered by the Board of Directors.Article 11 - Amendments
Section 1 - Amendments
These Bylaws may be altered, amended, repealed, or added to at any meeting of the Board of Directors by a vote of no less than two-thirds of the members of the Board of Directors present and voting at any such meeting provided that notice of the proposed amendment or repeal shall be emailed by the Secretary to all members of the Board of Directors at least fifteen (15) days prior to the date of any meeting. Proxies may be used to bring the total votes to the regular quorum number.Our Mission
The Maine Sports Hall of Fame was established in 1972 for the purpose of: 1) appointing and bestowing recognition awards and scholarships to outstanding Maine high school scholar-athletes; and, 2) to formally honor and memorialize Maine athletes and sports figures who have brought distinction and honor to the state of Maine.
