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. 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
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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. Nominations will expire after an eight year period of time from the date of nomination if the nominee has not been selected for induction. Expired nominations can be resubmitted.
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.
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Nominations based on extenuating circumstances may be considered for induction with
approval by the Board of Directors.
Version 1.0 January 2016
