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BY-LAWS OF THE INTERNATIONAL SNOWMOBILE HALL OF FAME (ISHOF) ARTICLE I: PURPOSE SECTION: A: Central Purpose: 1. The purpose of this corporation shall be to benefit the general public by: A. Promoting the recognition of the recreation and historical aspect of the sport of snowmobiling,2. This corporation shall have the power to do everything necessary, proper, advisable or convenient for the accomplishment of the purposes herein above set forth, and to do all things incidental thereto or connected therewith which are not forbidden by the By-Laws under which this corporation is organized, by the laws, or by these Articles of Incorporation. 3. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: A. by a corporation exempt from federal income tax under Section 5O1(c)3 of the Internal Revenue Code of 1954ARTICLE II: MEMBERSHIP, FINANCES SECTION A: MEMBERSHIP 1. All ISHOF inductees shall become the membership with full voting power at all ISHOF board meetings. 2. The membership shall work with committee(s) under (Article VI, Sec. A). 3. Membership shall receive ISHOF correspondence and board minutes. SECTION B: FINANCES 1. Budget for the subsequent fiscal year shall be approved at the Annual Meeting of the Board of Directors. ARTICLE III: GOVERNMENT SECTION A: POWER OF GOVERNANCE 1. Except as otherwise provided in the by-laws, the management and government of ISHOF and the power to determine policy and to speak for ISHOF, shall be vested in a Board of Directors. SECTION B: PARLIAMENTARY PROCEDURES 1. All proceedings of ISHOF insofar as they do not conflict or are not inconsistent with the provision of these By-Laws, shall be governed by Roberts Rules of Order (Revised). ARTICLE IV: WORKING BOARD OF DIRECTORS SECTION A: DIRECTORS 1. The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) Directors. SECTION B: REPLACEMENT OF DIRECTORS 1. The Board of Directors shall appoint a replacement for a Director that resigns or departs from the Board of Directors. SECTION C: REMOVAL OF A DIRECTOR 1. Removal of a Director, shall be by reason of nonparticipation in the semi-annual meetings or the planning and arrangement of each years progress and activities. SECTION D: RESPONSIBILITIES 1. Regular scheduled meetings will be held on the 2nd Tuesday of every month at 6:00 P.M., unless notified at least 10 (ten) days prior, the meeting will be held at the business office. Meetings shall be open to Directors and Membership. General business and reviewing reports on the gambling program can be conducted by a simple majority of Officers, Directors, or Members in attendance or meeting by communication equipment shall constitute presence at such meeting. 2. The Board of Directors shall hold an Annual Meeting at each years induction weekend at a time and place selected by the Board. Notice of the Annual Meeting shall be given to the membership twenty days prior to the meeting. 3. The Board of Directors shall appoint and direct members to the committee as specified in Article VI. Committee appointees need not be Directors or Members. 4. A simple majority of Directors shall constitute a quorum. 5. The Directors establish goals, objectives and determines policy guidelines. The Directors authorize programs sponsored by ISHOF and evaluates ISHOF¹s operation and progress. The Directors are responsible for review of all ISHOF activities. 6. The President of the Board of Directors may appoint Standing Committee ARTICLE V: OFFICERS: ELECTION and REMOVAL, RESPONSIBILITY SECTION A: ELECTION and REMOVAL 1. The Officers of ISHOF shall be a President, Vice President, Secretary, and a Treasurer. The Officers shall be nominated by the current Nominating Committee. The Officers shall be derived from current Directors. 2. Election of the President, Vice President, Secretary and Treasurer, in that order, shall be the first order of business at the Annual Meeting. 3. Officers shall take office upon their election and serve until their successors are elected and qualified. 4. Under Article IV, Section C, any Officer may be removed from office by two-thirds vote of all of the Directors at any meeting of the Board of Directors provided that notice of the proposed action has been given to all Directors at least ten days in advance. The current Nominating Committee will nominate a replacement for Board of Directors approval. SECTION B: RESPONSIBILITIES 1. President: It shall be the duty of the President to preside or appoint a representative to preside at all meetings of ISHOF and to have general supervision of the affairs of ISHOF. With the exception of the Nominating Committee, the President shall be an ex-officio member of all committee with power to call and attend committee meetings. 2. Vice-President: It shall be the duty of the Vice-President to act in the absence or disability of the President and to perform such other duties as may be assigned to him/her by the President or the Board of Directors. 3. Secretary: The Secretary shall be responsible for keeping ISHOF records. 4. Treasurer: The Treasurer shall have general charge of the finances of ISHOF. He/she shall supervise accounts and make regular reports to the Directors and shall make a report to the membership annually. ARTICLE VI: STANDING COMMITTEES SECTION A. RESPONSIBILITIES 1. FINANCE COMMITTEE: A. The Finance Committee monitors fiscal operations, establishes an annual budget, ensures that ISHOF has adequate funding to meet its goals.2. HALL OF FAME INDUCTEE SELECTION COMMITTEE: A. The purpose of this committee shall be to select annual inductee from the nominees submitted by ISHOF. Inductees shall meet the requirements of inductee policy and be approved by the Board of Directors.3. NOMINATING COMMITTEE: A. The Nominating Committee shall nominate candidates for the Board of Directors and for Officers.4. ADDITIONAL COMMITTEES: A. The Board of Directors or the President, may establish additional committees as deemed necessaryARTICLE VII: AMENDMENT of ARTICLES and BY-LAWS 1. The Articles and By-Laws may be amended at any regular, special, or Annual Meeting of the Board of Directors by a favorable vote of two-third of the Directors voting, provided that a quorum is present, and that notice is given to each member of the Board of Directors not less than ten days prior to such meeting. |
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