Madison Athletic Hall of Fame

THE BY-LAWS

Of THE

MADISON ATHLETIC HALL OF FAME

Article 1 – Name of Organization

The name of this voluntary, non-profit organization shall be Madison Athletic Hall of Fame referenced in this document as “MAHOF”. The principal operation of MAHOF shall be in the town of Madison, Connecticut.

Article 2- Purpose of Organization

Section 1 -Mission

The objective of MAHOF is to recognize the unique and extraordinary tradition of excellence from Daniel Hand High School’s alumni athletes, coaches, administrators, community members and distinguished alumni for their contribution to Daniel Hand High School, Madison and our society. Through recognition of achievement, MAHOF will solicit contributions for the long term investment and distribution towards scholarship and/or facility improvements.

Section 2-Organization Leadership

The Board of Directors (BOD)

The BOD shall be comprised of no less than three members and no more than nine members. The BOD will have two elected positions, President and Treasurer. Each elected position serves a three year term with the exception of the Executive Director position which does not have a term expiration. Should a BOD member terminate their position prior to the term ending, the remaining BOD members may vote to fill the position with the newly appointed BOD member maintaining the same term end date as that of the original Board member.

The BOD exists to ensure the organization operates in accordance with policy and procedure, to recruit and nominate new board members. The BOD will recruit members to operate in a system of committees.

The BOD will recommend and approve the distribution of funds aligned to MAHOF’s

pre-established annual goals and objectives at the annual meeting.

Article 3 – Members of the Organization; Meetings of Members

Section 1-Membership

To achieve MAHOF’s objectives, members and member volunteers are led by a Board of Directors (BOD). Membership is achieved by induction into the MAHOF or by being a volunteer contributing member to MAHOF. Inductees are lifetime members of the MAHOF.

Eligibility (See Appendix B) for induction.

Section 2 – Meeting of Members

There will be a stated “annual meeting” each year to elect Board of Director members if applicable and to report on the financial position of the organization. At this meeting, the BOD will recognize accomplishments and objectives for the following twelve months. The BOD will meet a minimum of two(*) times annually. Committees will meet as needed and report to the Board of Directors on progress against objectives. Note change (*): made 2/4/2018 at Board Meeting reducing from three times to two times meeting annually).

Section 3 – Quorum; Voting

Any meetings of the BOD and MAHOF members shall constitute a quorum for the conduct of business. Any action by the BOD and members shall require the affirmative vote of a majority of those members present at the meeting and entitled to vote at the meeting. All Board and MAHOF members must be made aware of meetings in advance. Electronic notifications for all communication are considered acceptable.

Article 5 – Board of Directors

Section 1 – Members of the Board

The Board of Directors (BOD) is limited to a maximum of nine members and shall include the President and Treasurer. A Board of less than three members for a period of six months suspends MAHOF’s existence until the criteria has been resumed. BOD members serve to carry out the mission and policies of MAHOF to include recruitment of volunteers to serve the future needs of MAHOF.

Section 2 – Term of the Board

Any MAHOF Member or external individual shall be eligible to be elected as a Board of Director member. Nomination and election of BOD members shall take place at the Annual Meeting of Members. Board of Director members shall serve no more than a 36 month term in the same position without a break in term of an additional 36 month period for that position.

Section 3- Meetings called by the Board of Directors

The Board of Directors shall schedule meetings and meet at least two (*) times in a twelve month period. Note change (*): made 2/4/2018 at Board Meeting reducing from three times to two times meeting annually. Special Board meetings may be called by the President. Any action of the BOD shall require the affirmative vote of a majority of the BOD.

Section 4 – Authority of the Board of Directors

● To manage the property and affairs of MAHOF;

● To ensure operation policies are in place and followed;

● To fill any vacancies in Board Offices that occur subsequent to an Annual Meeting of Members;

● To approve all Appointed Officers and committee chairs;

● To dismiss for cause any Appointed Officers;

● To appoint standing committees as appropriate, delegate authority consistent with these By-laws;

● To initiate annual nominating and selection process;

● To oversee members of the Executive Committee and all committee members;

● To at any time add or dismiss Executive Committee members, or any members other than inductees, as the Board sees fit;

● To vote on annual nomination selections with Executive Committee Members and inductees;

● The Board of Directors has the authority to unanimously vote to remove the Hall of Fame recognition from any inductees who have performed any type of morally reprehensible behavior;

● To approve MAHOF operating policies consistent with the by-laws and organization’s mission;

● To approve annual operational budget;

● To approve any expenditures by MAHOF in excess of $500.00 per month or greater and not in the approved budgets;

● To approve any changes to these by-laws to be presented at the annual meeting;

● To hear, debate and put to vote of the membership, requests for a change to these by-laws.

Article 6 – Appointed Officers

In addition to the Board of Director members, MAHOF shall have the following positions represented by board members: Nominations chairperson(s), Induction ceremony chairperson. Scholarship chairperson, Development chairperson. Any two or more such positions may be held by the same person. Appointed chairs serve one-year terms and may serve any number of successive terms. Officers (President and Treasurer serve a three year term and are responsible for the daily operations/decisions of MAHOF.

Article 7 – Duties of MAHOF officers

Section 1 – President

The President will call and preside at all meetings consisting of Board of Director members and of Members. The President shall conduct the affairs of MAHOF and execute the policies established by the Board of Directors. The President shall rule on any protests. The President, with the approval of the Board of Directors, shall appoint all committee chairpersons. The President approve the reporting of minutes of MAHOF Board of Director meetings and annual meetings.

Section 2- Treasurer

The Treasurer will be responsible for preparing an annual budget, overseeing collection of all donations and other revenue such as sponsorships and fundraising proceeds, pay for all MAHOF expenses, fees and dues. The Treasurer will keep a current list of MAHOF members. The Treasurer may sign for any expenditure under $500 aligned to a pre budgeted expense including normal expenses for the annual induction event. Expenditures of $500 or more must be approved by the Board of Directors and shall require the signature or electronic acknowledgement of said expenses from the President. The Treasurer shall prepare written financial reports, including detail of all MAHOF revenues, expenditures and cash on hand, to be presented at each regular Board meeting and at the annual meeting of Members. The Treasurer also shall prepare and file MAHOF Annual report, and shall coordinate the preparation and filing of MAHOF tax returns. The President and Treasurer combined have the authority to, with knowledge from both members, seek assistance and delegate tasks related to all of the above to another member of the Board of Directors. The responsibilities of the Treasurer may be assisted by another BOD member with knowledge by the President.

Article 9-Dissolution

Upon dissolution of MAHOF, the residing Board of Directors will distribute the remaining assets to a single or multiple 501(C) (3) organization(s) to assist these organizations with their continued execution of their exempt purpose(s).

Appendix A: Conflict of Interest Policy

Article I

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

If a person is an interested person with respect to any entity within the system of which the organization is a part, he or she is an interested person with respect to all entities in the system.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board of Director members unanimously vote and determine that a conflict of interest exists.

Article III

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After discloser of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board of Director or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining BOD or committee members shall decide if a conflict of interest exists. If this determination is made at a committee meeting, the concern shall then be brought forward to the Board of Directors.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing BOD or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, make recommendations to the Board of Directors to appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing BOD or committee members shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board of Directors or committee members shall determine by a majority vote whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing BOD or committee members have reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing BOD or committee members determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing BOD and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing BOD's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

a. A voting member of the governing Board of Directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

c. No voting member of the governing Board of Directors or any committee whose jurisdiction includes principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of Directors of its responsibility for ensuring periodic reviews are conducted.

APPENDIX B: Induction criteria

Mission Statement:

The objective of MAHOF is to recognize the unique and extraordinary tradition of excellence from Daniel Hand High School's alumni athletes, coaches, administrators, community members and distinguished alumni for their contribution to Daniel Hand High School, Madison and our society. Through recognition of achievement, MAHOF will solicit contributions for the long term investment and distribution towards scholarship and/or facility improvements.

The following criteria must be met in order to be eligible for nomination to the Hall of Fame:

A. Athletes must:

1. Have graduated from Daniel Hand High School (DHHS).

2. Have graduated ten (10) years prior to consideration.

3. Have made significant and conspicuous achievements in their sport or sports as demonstrated, where possible, by statistical documentation, newspaper articles or the number and stature of awards received. Post-graduate athletic achievements will also be considered for DHHS athletes who have earned a varsity letter.

4. Have a nomination submitted on their behalf detailing the special nature of their contributions to DHHS athletics.

5. Have conducted themselves in a manner that has brought credit to DHHS athletics.

B. Coaches and Administrators must:

1. Have made a long-term exemplary contribution to the DHHS athletic program.

2. Have retired or completed coaching at DHHS in the sport in which they are being considered or are retired from coaching at DHHS.

3. Have a nomination submitted on their behalf detailing the special nature of their contributions to DHHS athletics.

4. Have conducted themselves in a manner that has brought credit to DHHS athletics.

C. Distinguished Daniel Hand High School Alumni must:

1. Have earned a varsity letter at DHHS and bring honor to their alma mater by making significant contributions to society in their chosen field of endeavor.

2. Have graduated from DHHS at least ten (10) years prior to consideration.

3. Have a nomination submitted on their behalf detailing the special nature of their contributions to DHHS athletics.

4. Have conducted themselves in a manner that has brought credit to Daniel Hand athletics.

D. Exemplary Contributors to DHHS Athletics Department who do not qualify for consideration under any of the foregoing categories may also be eligible for induction for their contribution if they:

1. Have a nomination submitted on their behalf detailing the special nature of their contributions to DHHS Athletics.

2. Have conducted themselves in a manner that has brought credit to DHHS Athletics.

E. Outstanding Teams of surpassing achievement may be eligible for induction.

F. Deceased Contributors to DHHS Athletics in any of the foregoing categories are immediately eligible for induction to the Hall of Fame.

Nominations based on extenuating circumstances may be considered for induction with approval by the Board of Directors.

Version 1.0 January 2016

 
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