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.