BY-LAWS OF

THE WILLIAM R. BOONE HIGH SCHOOL ATHLETIC HALL OF FAME

ARTICLE I
General

1. Name: The name of the Organization shall be THE WILLIAM R. BOONE HIGH SCHOOL ATHLETIC HALL OF FAME

2. Principal Office: The principal office of the Organization shall be at 612 E. Colonial Drive, Suite 190, Orlando, Florida 32803, or such other place as may be subsequently designated by the Board of Directors.

3. Identity: These By-Laws are established pursuant to the Chapter 617, Florida Statutes, as amended.

ARTICLE II
Purposes

The following are the purposes for which the Organization has been created: To honor the achievements of alumni who were outstanding athletes during their years at Boone High School. Also honored are those coaches and supporters who displayed an unparalleled level of commitment toward improving Boone High School athletics.

ARTICLE III
Membership

1. Membership in the Organization shall be based on the selection process performed by the then current members of the Board of Directors who shall make an annual or bi-annual selection of new members to the Organization.

2. Current members of the Hall of Fame as well as members of the Board of Directors are entitled to nominate candidates for consideration.

3. Nominating Criteria. Candidates may be eligible for selection on the basis of one of the following three categories:

a. An athlete must have attended Boone High School as part of a class which was graduated at least ten (10) years prior to the year of selection. Nominee must have been an athlete at Boone High School for a minimum of two (2) years unless approved by two-thirds of the selection committee.

b. A coach or athletic director must be retired from his or her coaching or athletic director position at Boone High School. He or she must have made a significant impact on the school’s athletic programs during their years at Boone High School. A nominee in this category must have coached or been the athletic director for a minimum of two years unless approved by two- thirds of the selection committee.

c. A contributor (team doctor, administrator, booster, etc) must have made a significant impact on Boone High School Athletics.

4. Voting process. The contributions and accomplishments of the nominees are discussed during one or more meetings after which a vote is held by the selection committee to reduce the number of nominees to fifteen or less. After further discussion another vote is held and the seven (7) to ten (10) nominees receiving the most votes are selected for induction.

ARTICLE IV
Directors

1. Number and Term: The number of Directors which shall constitute the whole Board of Directors, shall be no fewer than three (3), nor more than fifteen (15). The Directors shall be selected as hereinafter provided and each Director shall be entitled to serve until such time as said Director resigns, fails to express an intent to continue as Director for the next fiscal year, or a majority of Directors requests his or her removal.

2. Vacancy and Replacement: If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, though less than a quorum, shall choose a successor who shall hold office for the unexpired term in respect to which such vacancy occurred.

3. Removal: Directors may be removed with or without cause by an affirmative vote of a majority of the Directors.

4. Powers: The property and business of the Organization shall be managed by the Board of Directors, who may exercise all powers not specifically prohibited by statute or these By-Laws.

5. Compensation: Directors or Officers, as such, shall receive no salary or compensation for their services.

6. Meetings:

A. The first meeting of each Board of Directors shall be held by no later than September 30th each year. No fewer than six (6) meetings of the Board shall be held each year at any location as is agreed upon by a majority of the Board.

B. Special meetings of the Board may be called by the President upon five (5) days written notice to each Director. Special meetings shall be called by the President or Secretary in a like manner and on like notice upon the written request of two (2) Directors, provided notice is given in accordance with this section.

C. An annual meeting of the Board of Directors shall be held each year during the last thirty (30) days of the school year, at which annual meeting the election of officers and the nomination and appointment of new Directors to the Board shall take place.

D. Meeting may be held telephonically or via electronic mail.

7. Order of Business: The order of business at all meetings of the Board shall be as follows:

A. Roll call.
B. Reading of the Minutes of the last meeting.
C. Reports of Committees.
D. Reports of Officers.
E. Old and Unfinished Business
F. Original resolutions and new business.

G. Adjournment.

ARTICLE V
Officers

1. Executive Officers: The executive Officers of the Organization shall be a President, Secretary and Treasurer, all of whom shall be elected annually by the Board of Directors. Any two of said offices may be united in one person, except that the President shall not also be the Secretary of the Organization.

2. Appointive Officers: The Board of Directors may appoint such other officers and agents as it may deem necessary, who shall hold office during the pleasure of the Board of Directors and have such authority and perform such duties as from time to time may be prescribed by the Board.

3. Election: The Board of Directors, at its annual meeting shall elect a President, Vice President, Secretary and Treasurer, for the following school year.

4. Term: The Officers of the Organization shall hold office until their successors are chosen and qualify in their stead. Any Officer appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors.

5. Offices.

A. The President (i) shall be the chief executive Officer of the Organization, presiding at all meetings of the Directors, having general and active management of the business of the Organization, and seeing that all orders and resolutions of the Board are carried into effect and (ii) shall execute agreements and documents, except where the same are required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to other Officers or agents of the Organization and shall be one of the officers who may sign checks and drafts of the Organization.

B. The Secretary (i) shall keep the Minutes of the Board of Directors meetings in one or more books provided for that purpose; such Minutes shall be available for inspection by Board members at all reasonable times, (ii) shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law, (iii) shall be custodian of the records, (iv) shall keep a register of the post office addresses of each member, which shall be furnished to the Secretary by such member, and (v) shall be one of the officers who may sign checks and drafts of the organization.

C. The Treasurer (i) shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization and shall deposit all monies and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Board of Directors or these By-Laws, (ii) shall present checks for execution by two officers to disburse the funds of the Organization as ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial conditions of the Organization, (iii) shall prepare an annual budget and an annual report, under the direction of the President, for submission to the Board of Directors, (iv) shall be one of the officers who is permitted to sign checks or drafts of the organization, and (v) in case of his/her death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in possession belonging to the Organization.

6. Vacancies: If the office of any Director or of the President, Secretary or Treasurer, or one or more, become vacant by reason of death, resignation, disqualification or otherwise, the remaining Directors by a majority vote of the whole Board of Directors provided for in these By-Laws may choose a successor or successors who shall hold office for the unexpired term.

7. Resignations: Any Director or other Officer may resign his/her office at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Organization, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.

ARTICLE VI
Finances

1. Fiscal Year: The fiscal year shall begin the first day of January of each year. The Board of Directors is expressly authorized to change this fiscal year at any time for the convenience of the Organization.

2. Checks: All checks or demands for money and notes of the Organization shall be signed by any of the following Officers: Treasurer, or by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate by Resolution of the Board of Directors or the members at a meeting called for that purpose.

ARTICLE VII
Voting

At all meetings, except for the election of officers and directors, all votes shall be by paper ballots and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

Votes may also be made via e-mail, with or without the necessity of a meeting of the Board.

ARTICLE VIII
Amendment of By-Laws

The By-Laws of the Organization may be altered, amended or repealed unless specifically prohibited herein, at any regular or special meeting of the Board of Directors by an affirmative vote of the majority of the Board.

ARTICLE IX
New Member Induction Ceremony

The Board of Directors shall hold an annual or biannual ceremony wherein the new Members are inducted into the Organization. The Induction Ceremony shall be held in April or May of each
year or every other year, or any other month that a majority of the Board of Directors selects. The Induction Ceremony may be held at The Country Club of Orlando or any other location that the majority of the Board of Directors selects.

ARTICLE X
Miscellaneous

1. Dues. There are not mandatory dues, but Members are encouraged to make annual donations to support the Organization.

2. Terminology. Whenever the masculine singular form of the pronoun is used in
these By- Laws, it shall be construed to mean the masculine, feminine, or neuter, singular or plural, whenever the context so requires. Should any of the covenants therein imposed be void or become unenforceable at law or in equity, the remaining provisions of this instrument shall, nevertheless, be and remain in full force and effect.