Bylaws

11/28/2025
ARTICLE I – PURPOSES
ARTICLE II –DIRECTORS
1. GOVERNANCE
2. ELECTION AND TERMS OF DIRECTORS
3. VACANCIES ON THE BOARD
4. REMOVAL OF DIRECTORS
5. RESIGNATION OF DIRECTORS
6. QUORUM OF DIRECTORS
7. ACTION OF THE BOARD
8. PLACE AND TIME OF BOARD MEETINGS
9. ADJOURNMENT
10. CHAIRPERSON
To establish a softball hall of fame to honor athletes and others involved in athletics associated with WNY Softball and to compile and maintain records
of achievement of persons so honored.
To provide a means by which the softball history in WNY may be compiled, traced and preserved and to provide grants, scholarships, or other ﬁnancial
assistance to individuals and organizations.
To operate as an Internal Revenue Service Code 501(c)(3) corporation.
To establish an endowment fund to support the mission of the organization.
The Hall of Fame shall be governed by the Board of Directors, which shall consist of eight to twelve Directors, not including a Southern Tier director,
who shall serve with no compensation for the fulﬁllment of regular duties or standard responsibilities associated with board membership. The board
can have consultants who provide professional guidance and expertise to support the mission and operations of the WNY Softball Hall of Fame, without
serving in a voting or governance capacity.
The annual/bi-annual election of the Board of Directors shall be held subsequent to the annual or bi-annual Banquet at the November meeting of the
Board. All sitting Directors shall be given the opportunity to submit their own names for re-election. Sitting Directors may nominate additional
candidates for the Board. The Directors will have fourteen days to return the ballot to the Secretary or designee. The Secretary or designee shall
tabulate the votes and notify all Directors of the results prior to the August Board meeting. The candidates who receive the greatest number of votes
shall constitute the new Board. The Board of Directors so elected shall hold oﬃce until the next election.
Vacancies occurring on the Board may be ﬁlled by the President subject to approval of the Board of Directors.
A Director may be removed by a two-thirds secret ballot vote of the Board of Directors. The Secretary or designee of the Board shall mail ballots to all
Directors. The Directors will have fourteen days to return the ballot to the Secretary or designee. The Secretary or designee shall tabulate the vote and
notify all Directors of the result.
A Director may resign from the Board by giving written notice to the President or Secretary. The resignation will take eﬀect upon receipt of the notice
by the oﬃcer.
The presence of one-third of the currently seated Directors at a Board meeting shall constitute a quorum and shall be necessary to conduct the
business of the Hall of Fame.
The vote of a majority of the Directors present at the time of a vote, providing a quorum is present, shall be the act of the Board. Each Director present
shall have one vote.
Regular meetings of the Board of Directors shall be held monthly from May - November, unless otherwise decided by the Board. Group emails or virtual
meetings may be conducted at other times of the year. All Directors will be properly notiﬁed of the time and place of Board meetings
A majority of the Directors present at a Board meeting, whether or not a quorum is attained, may adjourn any meeting to another time and/or place if
necessary. Notice of such action shall be given to all Directors.
At all meetings of the Board, the President, or in his/her absence, a Co-President or chairperson chosen by the Board, shall preside.
11. EXECUTIVE AND OTHER COMMITTEES
ARTICLE IV – OFFICERS
1. OFFICES, ELECTION, TERM
2. REMOVAL, RESIGNATION, SALARY
3. PRESIDENT & CO-PRESIDENT
4. VICE-PRESIDENTS
5. TREASURER
6. SECRETARY
7. SURETIES AND BONDS
ARTICLE V – CORPORATION
ARTICLE VI – AMENDMENTS
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other
committees, each consisting of three or more directors. Each committee shall serve at the pleasure of the Board.
The Board of Directors shall elect a president, a vice-president, a secretary, a treasurer, and such other oﬃcers as it may determine, who shall have such
duties, powers, and functions as hereinafter provided. Such election of oﬃcers shall occur at the November meeting of the Board following the
banquet unless otherwise determined by the Board. All oﬃcers so elected shall hold oﬃce until the next election.
In the event of the death, resignation, or removal of an oﬃcer, the Board, at its discretion, may elect or appoint a successor to ﬁll the unexpired term.
No oﬃcer shall receive a salary or other compensation.
The president shall be the chief executive oﬃcer of the Hall of Fame. They shall preside at all meetings of the Board of Directors. They shall have the
general management of the aﬀairs of the Hall of Fame and shall see that all orders and resolutions of the Board of Directors are carried into eﬀect. The
president shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Hall of Fame, when countersigned by
the secretary or treasurer. He shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board
of Directors, and countersigned by the secretary or treasurer. During the absence or disability of the president, the Board of Directors shall appoint one
of the vice-presidents as president.
Each vice-president shall perform such duties as the president and/or Board of Directors may prescribe. During the absence or disability of a
vice-president, the president may appoint a temporary vice-president to perform the duties of the vice-president.
The treasurer shall have the care and custody of all funds and securities of the Hall of Fame and shall deposit said funds in the name of the Hall of Fame
in such bank or trust company as the Board of Directors may elect. He shall, when duly authorized by the Board of Directors, sign and execute all
contracts in the name of the Hall of Fame, when countersigned by the president or secretary. He shall also sign all checks, drafts, notes, and orders for
the payment of money, which shall be duly authorized by the Board of Directors, and countersigned by the president or secretary. The treasurer shall,
at all reasonable times, exhibit his books and accounts to any Director upon written application to the secretary. He, and a committee adopted
according to by-law Article III, Number 11, shall annually prepare a budget subject to Board approval. At the end of each ﬁnancial year, a committee
appointed according to by-law Article III, Number 11, shall conduct an audit of the accounts of the Hall of Fame and they shall present such audit in
writing to the Board of Directors. During the absence or disability of the treasurer, the president may appoint a temporary treasurer to perform the
functions of the treasurer.
The secretary shall keep the minutes of the Board of Directors’ meetings and shall e-mail said minutes to each Director in a timely fashion. He shall
attend to such correspondence as may be assigned to him by the oﬃcers and/or Board and perform all duties incidental to his oﬃce. The secretary
shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Hall of Fame, when countersigned by the
president or treasurer. He shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of
Directors, and countersigned by the president or treasurer. During the absence or disability of the secretary, the president may appoint a temporary
secretary to perform the functions of the secretary.
The WNY Softball Hall of Fame, Inc. shall indemnify, insure, and hold harmless the President, the Secretary and the Treasurer for all actions taken in
their oﬃcial capacities.
The WNY Softball Hall of Fame is a legally incorporated entity, which is an Internal Revenue Service Code 501(c)(3) corporation.
By-law amendments may be proposed by any Director. The proposed amendment must receive a second. Discussion of the proposed amendment (s)
shall occur at the subsequent Board meeting. By-laws may be amended by a two-thirds vote of the Directors present at the next meeting of the Board
following the discussion of the proposed amendment(s).