BY-LAWS
OF
HENDERSON COUNTY SPORTS HALL OF FAME
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ARTICLE I
NAME
The name of the corporation shall be:
HENDERSON COUNTY SPORTS HALL OF FAME
And it will sometimes be referred to in these by-laws as the “corporation.”
ARTICLE II
MEMBERS
1. Members. The corporation will have no members.
ARTICLE III
BOARD OF DIRECTORS
1. Qualification and Election. Directors must be of legal age. Except as stated otherwise in these by-laws, they shall be elected by a plurality of the votes cast at a meeting of the board of directors of the corporation held each year prior to the year during which the new board will serve. The board service year will run from January to December of each year. Each director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified. The initial term of board members from the first year of organization shall be staggered by one (1), two (2) and three (3) year terms for which terms shall be assigned to individuals. For subsequent years after the first year of organization, all directors’ terms shall be two (2) years, but any director may serve consecutive terms by unanimous vote of the Board. Exceptions to the term of service may be made with unanimous vote of the Board. No member of the board of directors shall be inducted into the Hall of Fame while serving.
2. Assessments and Other Powers. The property and business of the corporation shall be managed by its board of directors. The board may exercise all other powers permitted pursuant to the laws of the State of Tennessee and federal law, except as limited by these by-laws and the corporate charter.
3. Number. The number of directors shall be fixed from time to time by the board. The maximum number of directors will be fifteen (15).
4. Meetings. An annual meeting of the board of directors shall be held in January of each year or changed by the president if necessary. At this meeting, officers shall be elected for the following year and any other business conducted as deemed necessary by the Board. The Board may also designate more frequent intervals for regular meetings. Special meetings may be called at any time by the president or any three (3) directors.
5. Notice of Directors’ Meetings. All regular board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one month in any one adjournment.
A director may waive notice by (a) delivering to the corporation before or after the date and time stated in the notice a written waiver signed by the director entitled to the notice or (b) attending the meeting which is the subject of the notice, provided that the director does not object at the beginning of the meeting to holding the meeting or transacting business at the meeting.
6. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the board.
7. Executive and Other Committees. The board of directors, by a resolution adopted by a majority of its members, may designate an executive committee, consisting of three or more directors, and other committees, consisting of three or more persons, who may or may not be directors, and may delegate to such committee or committees any and all such authority as it deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the board of directors in the management of the affairs and property of the corporation.
ARTICLE IV
OFFICERS
1. Number. The corporation shall have a president and a secretary, and such other officers as the board of directors shall, from time to time, deem necessary. Any two or more offices may be held by the same person, except the offices of president and secretary. In order to be an officer, a person must be a member of the board of directors.
2. Election and Term. The officers shall be elected by the board at its annual meeting. Each officer shall serve until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified.
3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the board of directors may from time to time provide.
ARTICLE V
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time by giving written notice to the president or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its acceptance by the board of directors.
2. Removal of Officers. Any officer or agent may be removed by a vote of the majority of the entire board whenever in its judgment the best interests of the corporation will be served thereby.
3. Removal of Directors. Any of the directors may be removed either with or without cause by a majority vote of the entire board. A director shall be considered as automatically resigned and removed from the board by not attending at least fifty percent (50%) of the board meetings held during the previous board service year, with the exception of illness or sickness to the affected director.
4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including removal of any officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists. The person filling the vacated position shall serve the remaining period of service for the person vacating the position and then be up for vote by directors for any subsequent periods of service.
ARTICLE VI
ACTION BY CONSENT
1. Action by Consent. Whenever the directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all persons or entities entitled to vote thereon.
ARTICLE VII
AMENDMENT OF BY-LAWS
1. Amendment of By-Laws. These by-laws may be amended, added to, or repealed by a majority vote of the entire board at any duly constituted board meeting.
ARTICLE VIII
INDEMNIFICATION
1. Indemnification. The corporation shall indemnify an individual made a party to a proceeding because he is or was a director, or officer of the corporation against liability incurred in the proceeding if: (a) he conducted himself in good faith; and (b) he reasonably believed: (i) in the case of conduct in his official capacity for the corporation, that his conduct was in its best interest; and (ii) in all other cases that his conduct was at least not opposed to its best interest; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify directors, officers, employees, or agents of the corporation from monetary damages for any breach of fiduciary duty in their capacity except that no indemnification shall be made to or on behalf of any director, or officer, if a judgment or other final adjudication adverse to the director, officer, employee , or agent established his liability: (a) for any breach of the duty of loyalty to the corporation or its members; (b) for any act or omission not in good faith or which involves intentional misconduct or knowing violation of the law: or (c) any unlawful distribution under the Tennessee Nonprofit Corporation Act, as now effective or hereafter amended. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any by-law, agreement, vote of members, statute or otherwise.
ARTICLE IX
IMMUNITY FROM SUIT
1. Immunity from Suit. Notwithstanding anything in this document to the contrary, the directors, officers, or trustees of the corporation shall be immune from suit as provided in T.C.A. Section 48-58-601, and nothing contained in this document shall be deemed to limit the immunity therein.
ARTICLE X
SEVERABILITY
1. Severability. The invalidity or enforceability of a particular provision of these by-laws shall not affect the other provisions hereof, and these by-laws shall be construed in all respects as if such invalid or unenforceable provision were omitted.
CERTIFICATION
I certify that these by-laws were adopted at the annual meeting of the corporation held on the ________ day of ____________, 20___.
HENDERSON COUNTY SPORTS HALL OF FAME
By: __________________________________
Title: _________________________________
May 5, 2010
C:\MacLewisMisc\HendersonCoSportsHOF\By-LawsHendersonCo.SportsHOF-May05,2010