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Bylaws

BASS FISHING HALL OF FAME BYLAWS

ARTICLE I

Meetings (Banquet)

Section 1.1 Annual Board Meeting   The annual meeting of the Board for the purpose of establishing the number of directors, the election of directors and the election of officers of the organization for the ensuing year shall be held the first week of December each year or any other convenient time duly authorized by the Board of Directors. This shall serve as the annual meeting.

Section 1.2 Annual Banquet  The annual banquet and induction ceremonies of the membership, for the purpose of honoring inductees into the Bass Fishing Hall of Fame (BFHOF), shall be held on the date set by the Board at the annual business meeting in December. The annual banquet of the membership shall for all purposes serve as the annual meeting of the membership.

ARTICLE II 

Directors

Section 2.1 Board of Directors   The Board of Directors, hereinafter referred to as the Board, shall have power to manage and administer the business and affairs of the Hall of Fame except as specifically limited by law or the Articles of Incorporation. All corporate powers of the hall of fame shall be vested in and may be exercised by said Board. The Board may delegate any of its powers to such persons or committees as the Board may determine.

Section 2.2 Number   The Board shall consist of not less than five (5) nor more than forty (40). The exact number within such a minimum and maximum limits to be fixed and determined from time to time by majority vote of the Board present in person or by proxy at the annual meeting of the Board.

Section 2.3 Proxies   Directors may vote at any meeting by proxy except in the election of honorees into Hall of Fame. Proxies shall be valid only for one meeting, to be specified therein, and invalid after adjournment of such meeting. Proxies shall be noted in the records of the meeting.

Section 2.4 Quorum   A majority of the directors represented in person or by proxy, shall constitute a quorum at any meeting. If a quorum is present, a majority of the votes present in person or by proxy cast shall decide every question or matter submitted to the directors at any meeting.

Section 2.5 Director Eligibility   The Board recognizes the need for an orderly and balanced plan of retirement and replacement of its directors. To this end, the following policy is established to govern addition to and retirement from the Board.

Section 2.5(a) Rotation   Directors are elected for a three-year term at the end of which directors may be eligible for re-election if the Board deems the director meets the criteria necessary. In the event the Board determines that there are sufficient vacancies on the Board to justify doing so, it may at any meeting elect an interim Board member to take the place of a member going off the Board. Such interim Board member would serve for a term to be designated by the Board not to exceed the UN-EXPIRED portion of the term of the member replaced. It is the intention of the Board to have rotating terms after three (3) years. Expiration of terms of individual Board members shall be staggered as determined by the Board.

Section 2.5(b)   Additions The Board seeks to add members to the Board who have demonstrated support of and interest in the objectives which govern the organization.  Any member of the BFHOF may recommend to the President or Nominating Committee potential board members to fill existing or future vacancies. The Nominating Committee shall maintain a file on the recommended persons as a backlog. The written nomination shall include a brief biographical sketch and shall be submitted to the committee no later than November 1.  The nominee shall support the interests and objectives that govern the organization. The nominations shall be compiled and reviewed by the President and the Nominating Committee and presented to the directors at the December meeting. A majority vote of those present will approve and the new director(s) will be introduced and begin service on January 1 of the following year.

Section 2.5(c) Compensation   No director shall receive or lawfully be entitled to receive any salary or remuneration except the Executive Director for services connected with the administration of the affairs of this organization whose compensation will be set by the Board. Actual travel, room, and meal expenses incurred by a director may be refunded when authorized by the Board. Receipts or other proof of expense must be furnished.

Section 2.5(d) Removal from the Board    (1) Any Board member who has missed three consecutive meetings without furnishing the Hall of Fame office an explanation for such absences prior to the meeting will automatically be removed from the Board. (2) Hall of Fame membership renewal dues must be paid by the first working day of the quarter during which the original membership was secured. Directors dues not paid by March 1 should be notified of such and suspended as a director prior to May 1 if not paid. The President shall notify such director in writing of the automatic removal from the Board subject to the BFHOF By-laws.

Section 2.5(e) Conduct   It is expected of BFHOF Directors that they conduct themselves in such a way that reflects favorably on the Hall as an institution. Any officer or director elected or appointed by the Board may be removed by that Board whenever in its judgment the best interest of the BFHOF would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the persons so removed. The Executive Committee shall review any such instance, and make appropriate recommendations to the Board. Upon 2/3 majority vote by the Board, the Executive Committee’s recommendation shall be enacted.

Section 2.5(f)   Reinstatement to the Board Any Board member that loses his position on the Board may only be reinstated by a majority vote of the Board after having been resubmitted for membership by a Board member.

Section 2.6  Advisory Board   The President shall appoint each year not less than three (3); nor more than seven (7) Touring Professional Fishermen/women to an Advisory Board.  The President shall appoint a Chairman of the Advisory Board each year and this Chairman shall also be a member of the Board of Directors and serve as a member of the Selection Committee.  The purpose of the Advisory Board shall be to serve as the touring professional fishermen’s representation on the Board and may provide information to the Board as requested.

ARTICLE III

Committees of the Board

Section 3.1 Executive Committee   The Executive Committee shall consist of the officers of the Hall of Fame and any other number of Board members the President may choose to appoint. This committee has no authority or power to act other than as an Advisory Committee to the President and that which may from time to time be given it by the Board.

Section 3.2 Nominating Committee   The Nominating Committee shall consist of not less than two nor more than seven Board members and shall serve at the appointment of the President. This Committee shall make recommendations to the Board at the Board meeting in December, for a slate of officers for the ensuing year and shall make recommendations for new Board members.

Section 3.3 Membership Committee   The Membership Committee shall consist of not less than two nor more than seven Board members and shall serve at the appointment of the President. It shall be the duty of this committee to provide the Board with a policy concerning membership and make recommendation on how to increase membership.

Section 3.4 Arrangements Committee   The Arrangements Committee shall consist of not less than two nor more than seven Board members and shall serve at the appointment of the President. It shall be the duty of this committee to provide assistance in arrangements for the annual banquet of the membership which is held for the purpose of honoring inductees into the Hall of Fame. The duties shall include but not be limited to arrangements for:

a) Annual banquet

b) Reception attendant to the banquet

c) Publicity for the banquet

d) Printed program for the banquet

Approval of the Master of Ceremonies and format of the program shall be approved by the Board

Section 3.5 Selection Committee   The Selection Committee shall consist of not less than two nor more than seven Board members and shall serve at the appointment of the President. It shall be the duty of this committee to:

a) Select not less than 10 nor more than 25 candidates for induction into the Hall of Fame from the Master list maintained in the Hall of Fame office and submit a selected list to the Board for ratification before the list is sent to the membership for voting.

b) Summarize the qualifications of the candidates.

Section 3.6 Meritorious Service Award Committee   The Meritorious Service Award Committee shall consist of not less than two, nor more than seven Board members and shall serve at the appointment of the President. It shall be the duty of this committee to recommend to the Board names of those persons whom they deem meet the criteria for special recognition.

Section 3.7 Other Committees  The President may appoint from time to time temporary committees for such purpose and with such powers as the Board may determine.

ARTICLE IV

Officers and Employees

Section 4.1 Officers   The Officers of this organization shall be President, two Vice-Presidents, a Secretary and a Treasurer, and shall take office immediately following their election at the annual Board meeting held in December. The terms of office shall be for two years. However, the terms of office may be extended or shortened by two thirds majority vote of the Board of Directors.

Section 4.2 President   The President shall be a member of the Board. The President shall preside at all meetings of the Board and shall appoint all committees, all committee chairmen, and shall be an ex officio member of all committees except the Executive Committee of which the President shall serve as Chairman.

Section 4.3 Vice Presidents   The Vice Presidents shall be members of the Board. In the President’s absence or in the event of his inability to act, the Board shall appoint one of the two Vice Presidents to perform the duties of the President. They shall also perform such other functions as the Board may from time to time assign.

Section 4.4 Treasurer  The Treasurer shall be a member of the Board. The Treasurer shall collect all membership dues and shall have the care and custody of the funds and property of the Hall of Fame which shall be disbursed by the Treasurer only upon the order of the Board or of the President. The Treasurer shall submit a report for the preceding year at the annual meeting of the Board and shall render special reports whenever questioned to do so by the Board. The Treasurer shall deposit all funds in the name of the Hall of Fame in such bank or banks as may be designated by the Board.

Section 4.5 Secretary   The Secretary shall be a member of the Board and shall be custodian of the records, keep the roll of the members and discharge such other duties as may be assigned to the Secretary by the Board or the President. The offices of Secretary and Treasurer may be occupied by the same person who shall be a member of the Board.

Section 4.6 Administrative Secretary(s)   The administrative Secretary(s) shall be employee(s) hired by the Board to perform duties as may be assigned by the Board or the President.

Section 4.7 Vacancies   Should any vacancy occur by death, resignation, or otherwise, the same shall be filled without undue delay by the Board of Directors.

Section 4.8 Executive Director   The Executive Director, if required, shall be a director and an employee of the organization. This position shall be hired by the Board to develop and implement the organization’s business plan. The Executive Director shall report to the President. The Executive Director shall be an ex officio member of all committees except the Executive Committee.

ARTICLE V

Supportive Membership

Section 5.1    Supportive membership shall be for one year and renewable each year.

Section 5.2    Categories of Supportive Membership:

ARTICLE VI

Induction of Honorees

Section 6.1   Selection of Inductees

The Board shall have the responsibility for establishing the criteria to be eligible for induction into the Bass Fishing Hall of Fame. The Board shall also have the responsibility for establishing and maintaining the procedure for election of the eligible candidates.

Section 6.1(a)   Criteria to be Eligible for Induction

Must meet two of the three following qualifications:

1.  Must have made a major impact on the world of bass fishing at the national level.

2.  Must have retired (unless over the age of sixty) from active participation as a touring professional bass fisherman.

3.  Must have brought honor and credit to the profession of bass fishing.

Section 6.1(b)   Procedure for Inductees

Step 1    Names of all nominees are submitted to the office of the Hall of Fame.  A master file of all nominees whose names have been submitted with resume shall be maintained at the office.  Any name that has been on the master list for five years without being placed on the ballot shall be removed from the master list.

Step 2   The Selection Committee, appointed by the President, shall select not less than 10 nor more than 25 candidates from the Master List.

Step 3   This selection list is then to be presented to the Board at a called Board meeting for ratification by the Board. By a simple majority vote the Board may add to or delete from names on the list.

Each year, the Board will select a panel of five (5) outdoor sports media representatives, working as a panel to submit three (3) nominees to be placed on the ballot.  These three nominees do not require ratification by the Board of Directors.

Step 4    The list of 10/25 candidates is then mailed to all members of the Bass Fishing Hall of Fame that are members in good standing at the date of mailing of ballots.  This list shall include a summary of achievements of the candidate. A ballot is included with this mailing and members shall be required to vote for three (3) in order of preference and return the ballot to the office.

Step 5    The names of all candidates along with the number of points each received (the tabulation of votes shall be on a point system of 3 for first place, 2 for second place, and 1 for third place), shall be presented to the Board at a meeting in December. Any ballot not containing the names of three different candidates shall not be counted. Only the top 5 point getters shall be considered by the Board, except where a tie in points causes the number to exceed 5. The Board reserves the right to select any of these top 5 and is not bound to select them in the order of most points received. Should a Board member be nominated for induction, said Board member shall not participate in the selection process.

Step 6   The voting process at this meeting for candidates shall be as follows:

a) Voting for one candidate at a time.

b) Vote for first (majority of Directors present).

c) Vote for second (majority of Directors present).

d) Vote for third (majority of Directors present).

e) Vote for fourth (majority of Directors present).

The Board may select no more than one additional inductee from the Master List in addition to those elected by the general membership.

While this is the voting procedure to be followed, the Board reserves the right in any year to select more or less than one honoree.

Section 6.1(c) Procedures for Selection “Meritorious Service Award”   This special award is for those persons whom the Board deems have made a significant contribution to Bass Fishing or the BFHOF. These names shall not be included in the ballot mailed to the membership and to be given at the discretion of the Board, not necessarily every year and the decision for making this selection will not require a vote of the membership (more than one may be given in any year). Names of the candidates should be presented to the Board at the meeting at which the nominees to the BFHOF are voted on. The qualification of the candidates and a recommendation should be presented by the Meritorious Service Committee. The voting process by the Board shall be the same as for the Hall of Fame candidates:

1) Vote for one at a time

2) Requires a majority of those present

3) All Board members may vote

Note: These names shall not be included in the ballot mailed to the membership and recipients are not considered inductees into the BFHOF.

ARTICLE VII

Amendments

Section 7.1 Inspection   A copy of the By-laws, with all amendments thereto, shall at all times be kept in the office of the Association and shall be open for inspection to all Board members.

Section 7.2 Amendments    These By-laws may be amended, altered or repealed upon vote of two thirds of the Board at any legally called meeting of the Board where a quorum of the Board is represented in person or proxy, provided ten (10) days notice of the meeting and the proposed amendment have been mailed to each member of the Board at the last known address.

Section 7.3 By-Laws    All By-laws and amendments heretofore adopted are repealed and superseded in entirety, and these by-laws shall be and become the by-laws of the Bass Fishing Hall of Fame from and after their adoption by the Board.

Section 7.4 Name Change   The name of this non-profit organization was officially changed on January 5, 2006 to Bass Fishing Hall of Fame.  This amendment reflecting the name change was approved on April 5, 2007.

Section 7.5  6.1(a)   Criteria to be Eligible for Induction   Item #2 has been changed to read: Must have retired (unless over the age of sixty) from active participation as a touring professional bass fisherman.   This change was approved by the Board on March 19, 2008.

Section 7.6 By-Laws   All By-laws and amendments heretofore adopted are repealed and superseded in entirety, and these by-laws shall be and become the by-laws of the Bass Fishing Hall of Fame from and after their adoption by the Board.  Changes adopted and approved by the Board and recorded in the minutes of March 13, 2013.

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