ROBERT E. FITCH HIGH SCHOOL ATHLETIC HALL OF FAME, INC.
Effective as of May 23, 2016.
Amended March 5, 2018
ROBER T. E. FITCH HIGH SCHOOL ATHLETIC HALL OF FAME, INC.
Article 1. Definitions
Section 1.01 Name. The “Corporation” shall mean: Robert E. Fitch High School Athletic Hall of Fame, Inc. , its successors and assigns.
Section 1.02 Board. The “Board” shall mean the Board of Directors of the Corporation.
Article 2. Purposes, Objectives and Governing Instruments
Section 2.01 Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable, educational, or religious, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the Corporation is to bring proper recognition to noteworthy athletics, coaches and others for their accomplishments and contributions to the Robert E. Fitch High School athletic programs.
Section 2.02 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws. Section 2.03 Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
Section 2.04 Limitations on Activities. No part of the activities of the Corporation shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Corporation operate a social club or carry on business with the general public in a manner similar to an organization operated for profit. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.
Section 2.05 Addendum A. Incorporated and referenced as Addendum A are the original bylaws of the corporation as amended. In regards to any conflicts between Addendum A and the By-Laws filed with the 501c3 application the original bylaws (Addendum A) controls.
Article 3. Membership
The Corporation shall have no members.
Article 4. Directors
Section 4.01 Annual Meeting. A meeting of the Board shall be held in April of each year at such place, on such date and at such time as may be fixed by the Board, for the purpose of electing Directors, receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting.
At each annual meeting of the Board of Directors, the Board of Directors shall elect
Directors as follows:
Section 4.02 Number of Directors. The number of Directors constituting the entire Board of Directors, shall be not less than nine (9) nor more than fifteen (15). The number of Directors constituting the Board of Directors shall be the number prescribed by the Directors within the aforementioned range or, if no such number has been prescribed, shall be the number of Directors elected at the last annual meeting of the Board of Directors of the Corporation. The number of Directors may be increased or decreased solely within said range by action of the Board of Directors.
Section 4.02 Election and Term of Office. The Directors of the Corporation shall be classified, as to their term of office, into three (3) classes, as nearly equal in number as possible, designated, "Class I, "Class II" and "Class III", so that the term of office of one class of Directors shall expire each year. At each annual meeting of the Board of Directors of the Corporation, successors to the class of Directors whose terms of office expire at such annual meeting shall be elected to hold office for a term of three (3) years and until their successors shall be elected and shall qualify, except that for the first election held the Class I Directors elected shall serve a one-(1) year term, the Class II Directors elected shall serve a two-(2) year term and the Class III Directors elected shall serve a three (3) year term to facilitate a staggered election of the Board as provided herein. If the number of Directors is changed by the Board of Directors in accordance with the Bylaws, any increase or decrease shall be apportioned among the classes of Directors so as to maintain the number of Directors in each class of Directors as nearly equal as possible. No Director shall serve more than three (3) consecutive three (3) year terms.
Section 4.04 Powers and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation.
Section 4.05 Additional Meetings. Regular meetings of the Board may be held in the State of Connecticut at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office.
Regular and special meetings of the Board may be held at any place in the State of Connecticut. Written or electronic notice of each regular or special meeting of the Board shall be given to a Director not less than seven (7) days and not more than fifteen (15) days prior to the date of the meeting. A notice of meeting shall specify the principal subject matters expected to be acted upon at the meeting, shall include the date, time and place of the meeting, and shall be given personally, by facsimile, or other form of wire or wireless communication, or by mail or private carrier.
A Director may waive any notice required by law, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the Director, and shall be delivered to the Secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. A Director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of such meeting, or promptly upon his or her arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
A correct and complete record of all meetings of the Board of Directors shall be kept and such record shall be attested by the signature or electronic signature of the Chair, Secretary, or such other person appointed to act as Secretary at the meeting.
Section 4.06 Notice of Meetings. No notice need be given of any annual or regular meeting of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person or by mailing the same to him at his or her post office address as it appears upon the books of the Corporation at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) if given in person, or at least four business days, if given by mailing the same, before the date designated for such meeting specifying the place, date and hour of the meeting. Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a Directors’ meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors’ meeting duly held as provided in these By-Laws, any business within the legal province and authority of the Board may be transacted.
Section 4.07 Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.
Section 4.08 Voting. At all meetings of the Board, each Director shall have one vote and all questions or motions shall be determined by a sixty (60) percent vote of the Directors present or by proxy. In the event that there is a tie in any vote, the President shall have an additional vote to be the tie-breaker.
Section 4.09 - Informal Action by Directors, Meetings by Conference Telephone.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by a majority of all Directors. Such action shall be evidenced by one or more written consents describing the action taken, shall be signed by each Director and shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 3.11 is effective when the last Director signs the consent, unless the consent specifies a different effective date.
Any one or more members of the Board of Directors may participate in a regular or special meeting of such Board by, or conduct the meeting through the use of, any means of conference telephone or similar communications equipment by which all Directors participating in the meeting may simultaneously hear each other during the meeting. A Director participating in a meeting by such means is deemed to be present in person at the meeting.
Section 4.10 Removal. Any Director may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken.
Section 4.11 Resignation. Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 4.12 Vacancies. Any newly created directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Directors then in office at any Directors’ meeting. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 4.13 Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of three or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Section 4.14 Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Article 5. Officers
Section 5.01 Election and Qualifications; Term of Office. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and a Vice-President. The Officers shall be elected by the Board at the annual meeting of the Board and each Officer shall hold office for a term of one year and until such Officer’s successor has been elected or appointed and qualified, unless such Officer shall have resigned or shall have been removed as provided in Sections 8 and 9 of this Article V. The same person may hold more than one office, except that the same person may not be both President and Secretary. The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Such Officers shall serve for such period as the Board may designate.
Section 5.02 Vacancies. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.
Section 5.03 - Powers and Duties of Officers
(A) President: The President shall serve shall preside at all meetings of the Board of Directors and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation in accordance with policies and directives approved by the Board of Directors. Subject to the approval of the Board of Directors, he or she shall sign all contracts and agreements in the name of the Corporation. He or she shall have the general management and direction of the affairs of the Corporation.
(B) Vice-President: In the absence of the President, or in the event of his or her inability, the Vice-Chair shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.
(C) Secretary: The Secretary shall be responsible for preparing and maintaining custody of minutes of all meetings of the Board of Directors and for authenticating and maintaining the records of the Corporation, and shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. He or she shall maintain the names of the Directors. In the absence of the Secretary at any meeting of the Board of Directors, the presiding officer of that meeting may appoint any person to act as Secretary of the meeting. The Secretary shall have custody of the corporate seal of the Corporation, and he or she shall have authority to affix the same to any instrument requiring it, and, when so affixed, it may be attested by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.
(D) Treasurer: The Treasurer shall have the custody of, and be responsible for, all funds and property of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may designate, subject to approval of the Board of Directors. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board of Directors may require, for which he or she shall be reimbursed.
Section 5.04 Delegation. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Section 5.05 Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board.
Section 5.06 Resignation. Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.
Section 5.07 Compensation of Officers, Agents and Employees. The Corporation may pay compensation in reasonable amounts to agents and employees of the Corporation for services rendered. The Corporation shall not pay any compensation to Officers for services rendered to the Corporation in their capacity as Officers, except that Officers may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by, or in accordance with policies approved by, a majority of the entire Board of Directors.
Article 6. Bank Accounts, Checks, Contracts and Investments
Section 6.01 Bank Accounts, Checks and Notes. The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness.
Section 6.02 Contracts. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 6.03 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board may deem desirable.
Article 7. Indemnification
Section 7.01 Indemnity Under Law. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by law.
Section 7.02 Additional Indemnification.
(a) The Corporation hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Corporation, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Corporation, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee’s fiduciary duty as a Director, Officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section 2 shall be paid by the Corporation (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
(b) The obligation of the Corporation to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Corporation and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Corporation or served at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
(c) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Section 2, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section 2. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Corporation of the commencement thereof:
(i) The Corporation will be entitled to participate therein at its own expense; and,
(ii) Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Section 2 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Corporation in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action, or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Corporation (it being understood, however, that the Corporation shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
(iii) Anything in this Section 2 to the contrary notwithstanding, the Corporation shall not be liable to indemnify the Indemnitee under this Section 2 for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor any such person will unreasonably withhold their consent to any proposed settlement.
(d) In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Corporation to the Indemnitee pursuant to this Section 2, the Corporation shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section 2 or part (b) of this Section 2. The Corporation shall make such payments upon receipt of (i) a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation hereunder, and (iii) evidence satisfactory to the Corporation as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.
(e) The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section 2 shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Corporation’s Certificate of Incorporation or otherwise under the Corporation’s By-Laws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise.
Section 7.03 Limitation. No amendment, modification or rescission of this Article VII shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.
Article 8. Dissolution
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law.
Article 9. Amendments
These By-Laws may be altered, amended, added to or repealed at any meeting of the Board called for that purpose by the vote of a majority of the Directors then in office.
Article 10. Construction
In the case of any conflict between the Certificate of Incorporation of the Corporation and these By-Laws, the Certificate of Incorporation of the Corporation shall control.
Conflict of Interest Policy
All Directors must conduct themselves in a manner that is consistent at all times with the best interest of the corporation. Directors must guard against any conflict of interest. Any proposed transaction by the corporation must be reviewed by the Board of Directors for any financial interests by any of the Board members. The interest and/or interested parties must be identified and all facts known about the transaction must be revealed.
Voting on any transaction must exclude the Director of potential conflict and a majority of the Directors voting is required to pass the transaction.
Section 12.01 - Fiscal Year. The fiscal year of the Corporation shall commence on January 1st and end on December 31st of each year or such other period as may be fixed by the Board of Directors.
Section 12.02 - Corporate Seal. The corporate seal shall be circular in form, shall have the name of the Corporation inscribed thereon and shall contain the words "Corporate Seal" and "Connecticut" and the year the Corporation was formed in the center, or shall be in such form as may be approved from time to time by the Board of Directors.
Section 12.03 - Checks, Notes and Contracts. All checks, drafts, or other orders for payment of money, acceptances, notes, or other evidences of indebtedness shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. The President may, subject to the approval of the Board of Directors, enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
Section 12.04 - Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 12.05 - Books and Records. The Corporation shall keep at its office correct and complete books and records of the accounts, the activities and transactions of the Corporation, the minutes of the proceedings of the Board of Directors and Members and any committee of the Corporation, and a current list of the Directors and officers of the Corporation and their business addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 12.06 - Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the parliamentary procedure of the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Corporation may adopt.
Section 12.07 - Amendments to Bylaws. The Bylaws of the Corporation may be adopted, amended or repealed in whole or in part by the affirmative vote of a majority of the Members present at an annual meeting, regular meeting or special meeting of the Members at which a quorum is present, provided that at least fifteen (15) days written notice is provided describing the proposed change(s) to the Bylaws.
Section 12.08 - References. Reference in these Bylaws to a provision of the Connecticut Revised Nonstock Corporation Act is to such provision of the Connecticut Revised Nonstock Corporation Act, as amended, or the corresponding provision(s) of any subsequent Connecticut law.
These Bylaws and amendments were adopted at a meeting of the Board of Directors of Robert E. Fitch High School Athletic Hall of fame, Inc. on March 5, 2018.
Bernard S. Nasser President
Glen Graham Secretary
Susan Beaman Thomson Treasurer