HENRY CLAY HIGH SCHOOL
HALL OF FAME, INC. BYLAWS
Article I
Purpose
The purpose of the Henry Clay High School Hall of Fame, Inc. (the “Hall of Fame”) is to appropriately honor persons that have brought significant recognition to Henry Clay High School in Lexington, Kentucky (the “School”), or have by their unusual successful service achieved significant accomplishment on behalf of the school, or have by a significant act or contribution distinguished themselves as an unusual former student, coach or faculty member, or have been a significant and unusual supporter of the school. The Corporation’s purposes are limited to one or more exempt purposes within Section 502(c)(3) of the Internal Revenue Code (hereafter “Section 502(c)(3)”), including charitable and educational, as set out in its Articles of Incorporation.
Section 1: A duly appointed Board of Directors shall supervise the Hall of Fame. The Board of Directors shall select inductees into the Hall of Fame, solicit funds as necessary to maintain the Hall of Fame, and support the School and its students. There will be seven (7) members on the Board of Directors. Five(5) Board of Directors members must be graduates of Henry Clay High School; a sixth member must be a current Certified Employee of the School, and a seventh member must be either a graduate of Henry Clay High School or a supporter of the “Purpose” of these Bylaws and the Articles of Incorporation of the Hall of Fame. The Hall of Fame Board of Directors shall be composed of:
· A chair serving as chair for not more than two (2) years and elected by the Board of Directors.
· A secretary-treasurer elected by the Board of Directors.
· Five (5) other members who will be nominated and elected by the current Board of Directors, including one who is a current full-time Certified Employee of Henry Clay High School.
· The first Hall of Fame Board of Directors shall be the initial Directors of the newly formed entity, who have volunteered to serve and who have the credentials listed above.
Section 2: TheinitialBoard of Directors will be made up of the initial volunteer Directors of the Corporation with three members agreeing to serve three-year terms, two members agreeing to servetwo-year terms, and two members agreeing to servea one-year term. Thereafter, each newly elected member of the Board of Directors will serve a term of three (3) years. After 2017, new members will be selected annually. No Board member may serve more than one, three-year term.
Section 3: The Board of Directors shall have two officers, a chair and a secretary/treasurer. The chair shall be elected by the Board of Directors and, beginning in 2018, shall be elected at the first meeting following the start of a new school year, for a term of two years. The chair shall manage the Board of Directors’ affairs and preside at all meetings.
The secretary-treasurer shall have custody of all records of the Board of Directors and will keep minutes of all meetings. The secretary-treasurer shall notify all inductees of their election into the Hall of Fame. All checks of the Corporation shall be signed by the secretary-treasurer and not less than one other member of the Board of Directors, as designated by the Board of Directors by election.
Section 4: The property, including facilities and investments, and affairs of the Corporation shall be managed by the Board of Directors.
Section 5: Quorum. A minimum of five of the Directors then holding office and entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a quorum of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time-to-time without further notice.
Section 6: Regular Meeting. The Board of Directors may fix the times and place for the holding of its regular meetings. No notice of regular meetings shall be required, but members of the Board of Directors not present when the regular meetings are so provided for, shall be duly notified as to the times and place fixed for such meetings.
Section 7. Special Meetings: Call and Notice. Special meeting of the Board ofDirectors shall be held whenever called by direction of the Chairman, or of two (2) Directors, upon at least ten (10) days prior notice in writing, given personally, or by mail, e-mail or facsimile, which notice shall state the time, place and purpose of the meeting.
Section 8. Meetings held by Consent: Waiver of Notice. A meeting of the Board of Directors may be held at any time and place and without notice by unanimous written consent of the Directors present or with the presence and participation of all the Directors. Any notice required to be given under this Article may be waived by the person entitled thereto.
Section 11. Meetings: Chairman and Secretary/Treasurer. At all meetings of the Board of Directors the Chairman of the Corporation shall preside and the secretary/treasurer of the Corporation shall act as secretary, except that if either or both of them shall be absent, a Chairman or secretary/treasurer, or both, may be chosen at the meeting. Nevertheless, if the Board ofDirectors, by appropriate action shall create the office of Chairman of the Board ofDirectors, such Chairman shall preside at all meetings of the Board ofDirectors at which he/she is present, but if he/she is absent, then said meeting shall be presided over by his/her designee or as above stated.
Section 12. Chairman of the Board of Directors. If the Board of Directors shall create the office of Chairman of the Board of Directors, such Chairman shall have the right to vote upon all matters coming before the Board.
Section 13. Executive Board of Directors: Other Board of Directors. It shall be competent for the Board ofDirectors, by an appropriate by-law or resolution, to provide for an Executive Board of Directors, and for such other Board of Directors as may appear to be necessary for the effective management of the business of the Corporation, and to give such Board of Directors such powers and duties as may seem proper, and to provide when and how often any such Board of Directors shall meet, how its meetings shall be called, and at what times those meetings may be held. The Chairman of the Corporation and the other Board of Directors shall comprise the Executive Board of Directors.
Section 14. Advisory Boards. It shall be competent for the Board ofDirectors, by an appropriate by-law or resolution, to provide for one or more advisory boards to the Executive Board of Directors to make recommendations and report to the Executive Board of Directors and to give to the Executive Board of Directors the power to name one or more advisory boards, to determine the number of members on each advisory board, to name the members on each advisory board and to give such boards such advisory duties as may seem proper, to provide when and how often any such board shall meet, how its meetings shall be called, and at what times those meetings may be held. Such advisory boards shall not be Board of Directors of the Corporation, and shall have no authority of the Board of Directors or the Executive Board of Directors.
Article II
Nominations
Anyone may submit the name of one nominee to the Henry Clay High School Hall of Fame to the Board of Directors for consideration. The nominations must be on an official nominating form. Any nomination submitted on a form other than the official nominating form will not be considered by the Board of Directors, unless the Board of Directors by two-thirds vote waives this specific nomination requirement. All nominations after 2017 to be considered for the current year must be submitted to the Board of Directors no later than the first day of the school year, unless that requirement is waived by the Board of Directors by a two-thirds vote of the Board of Directors at a regular or special called meeting.
Article III
Criteria for Induction
For the classes of 2016 and 2017, a class of no more than four (4) members may be inducted into the Hall of Fame. Only one of the four inductees may be deceased. A class of no more than five (5) members will, after 2017, be inducted into the Hall of Fame each year. Only one of the five inductees may be deceased. Beginning in 2018 each class of inductees must consist of a minimum of four (4) Henry Clay graduates and a maximum of one (1) Special Selection members. An inductee into the Henry Clay High School Hall of Fame must satisfy the qualifications in one of the following areas:
Section 1: Henry Clay High School Graduate—an inductee will be a former Henry Clay High School graduate who distinguished himself or herself professionally or in community endeavors, scholastically, athletically, or through outstanding public service while at Henry Clay or after graduation. The inductee must have graduated from Henry Clay High School and been out of the school for a minimum of five years.
Section 2. Special Selection—an inductee may be a person who has successfully distinguished himself or herself in professional or community endeavors and brought unusual or significant recognition or contributions to Henry Clay High School. Special selections must not have been affiliated with Henry Clay High School for a minimum of five years prior to the nomination. In the Special Selection category, special emphasis shall be given by the Board of Directors to the terms significant and unusual.
Article IV
Election of Inductees
All actions and considerations of the Board of Directors shall be confidential with public acknowledgement only given to those inducted. All nominees not selected to be inducted in a given year will remain in nomination for five additional years. Each voting Director shall vote by ranking each nominee separately, based on the total number of nominees. For example, if there are five nominees each Director shall rank the nominees for five to one with five being the highest ranking or if there are four nominees, each nominee shall be ranked by each Director from four to one with four being the highest.
Article IV
Induction of New Members
New members of the Henry Clay High School Hall of Fame shall be inducted into the Hall of Fame at an appropriate annual public event held in Fayette County, Kentucky.
Article V
Board of Directors Meetings
The Board of Directors shall conduct at least two (2) regular meetings per school year.
These bylaws may be recommended for amendment and amended by a two-thirds vote of the total Board of Directors members at a regular or special called meeting.
Article VI
Officers
Section 1. Principal Office. The principal office of the Corporation shall be in Lexington, Kentucky but the location of such office may be, from time-to-time, otherwise designated and changed by the Corporation’s Board of Governing Directors.
Section 2. Other Offices. The Corporation may have offices at such places within the State of Kentucky as the Board of Directors may, from time-to-time, designate or the business of the Corporation may, from time-too-time, require.
Article VII
Capital Stock
Section 1. No Capital Stock. The Corporation shall have no capital stock or stockholders and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit or property inure to the incorporator thereof, nor to any Director or officer thereof, except as otherwise provided in its Articles of Incorporation, as to compensation for services rendered, but its entire gain, profit, net earnings and property shall be devoted exclusively to the scientific, charitable, literary, or educational uses and purposes set out in its Articles of incorporation.
Section 2. No Members. The Corporation shall have no members.
ARTICLE VIII
Officers
Section 1. Executive Officers. At its annual meeting the Board of Directors shall elect a Chairperson, one or more vice-presidents, if it so desires, and a Secretary/- Treasurer as Executive Officers to manage the affairs of the Corporation. Any one person, except as forbidden by law, may be elected to more than one office. Any person elected to office shall hold his office as such until his/her successor shall have been elected and shall have accepted office. Nevertheless it shall be competent, consistent always with the Articles of Incorporation, for the Board of Directors to provide for specific terms of office for officers of the Corporation, as the case may be.
Section 2. Vacancies. Any vacancy in any office shall be filled by the Board of Directors.
Section 3. Terms of Office, Removal. All officers shall be subject to removal at the pleasure of the Board of Directors by affirmative vote of a majority of the Directors in office.
Section 4. Powers and Duties of the Chairman.
a. General. The Chairman shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge of its business and supervision of its affairs. He/she shall keep the Board of Directors fully informed and freely consult with them in regard to the business of the Corporation, and duly make reports to them. In addition to the powers and duties elsewhere provided for him/her in these by-laws, he/she shall sign, when duly authorized therefore, all contracts, orders, deeds, liens, guarantees, licenses and other instruments of a special nature. Subject to the Board of Directors, he/she shall have such other powers and duties as are incident to his office and not inconsistent with these by-laws, or as may at any time be assigned to him by the Board.
b. Voting on Stock of Other Companies. Unless otherwise ordered by the Board of Directors, he/she shall have full power and authority on behalf of the Corporation in which the Corporation may hold stock, and at any such meetings shall possess and may exercise any and all rights incident to the ownership of such stock, and which, as owner, the Corporation might have possessed and exercised if present. The Board of Directors, from time-to-time, may confer like powers upon any other person or persons.
Section 5. Powers and Duties of the Vice-Presidents. The vice-presidents, if any, shall familiarize themselves with the affairs of the Corporation and, in the event of the disability of the Chairman or his absence from any place in which the business in hand is to be done, the vice-presidents in the order designated by the Board of Directors shall have all the powers and perform all the duties of the Chair. The vice-presidents shall have such other powers and duties as may at any time be assigned to them by the Board of Directors.
Section 6. Powers and Duties of the Secretary/Treasurer. The secretary/treasurer, subject to the control of the Board of Directors and together with the Chair, shall have the general supervision of the finances of the Corporation. He/she shall have the care of, and be responsible for, all moneys, securities, evidences of value and corporate instruments of the Corporation, and shall supervise the officers and other persons authorized to bank, handle and disburse its funds, informing himself/herself as to whether all deposits are or have been duly made and of all expenditures duly authorized and evidenced by proper receipts and vouchers. He/she shall cause full and accurate books to be kept, showing the transactions of the Corporation, its accounts, assets, liabilities and financial condition, which shall at all times be open to the inspection of any director, and he shall make due reports to the Board of Directors and the members, and such statements and reports as are required of him by law. Subject to the Board of Directors shall have such other powers and duties as are incident to his office and not inconsistent with these by-laws, or as may at any time been assigned to him by the Board. The Board of Directors may require him/her to give a bond in such amount and with such sureties as they shall determine.
Section 7. Powers and Duties of the Secretary/Treasurer. The secretary/treasurer shall cause to be entered in the minute books the minutes of all meetings of all Board of Directors, and of the Board of Directors; shall have charge of the seal of the Corporation and all other books and papers pertaining to his/her office, and shall be responsible for the giving of all notices, and for the making of all statements and reports required of the Corporation or of the secretary by law. He/she shall affix the corporate seal, attested by his/her signature, to all instruments duly authorized and requiring the same. He/she shall perform such other duties as are incident to his/her office, and shall have such other powers and duties, in addition to those elsewhere provided for him/her in these by-laws, as may at any time be assigned to him/her by the Board of Directors.
Section 8. Other Officers. The Board of Directors shall prescribe the powers and duties of any other officer of the Corporation.
ARTICLE IX
Finance
Section 1. Banking. All funds and money of the Corporation shall be banked, handled and disbursed, and all bills, notes, checks and like obligations, and endorsements, for deposit or collection, shall be signed by such officers and other persons as the Board of Directors shall from time-to-time designate, who shall account therefore to the treasurer as and when he/she may require. All money, funds, bills, notes, checks and other negotiable instruments coming to the Corporation shall be collected and promptly deposited in the name of the Corporation in such depositories as the Board shall select.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31 unless otherwise provided by the Board of Directors.
ARTICLE X
Sundry Provisions
Section 1. Seal. The corporate seal of the Corporation shall include the name of the Corporation and by in a configuration approved by the Board of Directors.
Section 2. Amendments. The Board of Directors may adopt and amend by-laws for the Corporation. However, no amendment of these by-laws of the Corporation shall be effective unless affirmatively voted for by five (5) of the seven (7) (3/4 if more than seven Governing Directors) of the Board of Governing directors, which number shall include at least two (2) of the ex-officio members listed in Article III, Sections 3(a), and (b), thereof.
ARTICLE XI
Measures Required for the Board of
Henry Clay High School Hall of Fame
Section 1. Purpose. The primary purpose of the Henry Clay High School Hall of Fame is to execute, augment and support the operations of Henry Clay High School and its Hall of Fame and as further defined in the By-Laws of the Henry Clay High School Hall of Fame.
Section 2. Reversion of Assets. If the Corporation shall dissolve, merge, or change in any way its corporate structure, all assets shall revert to Henry Clay High School.