Article I – Name, Principal Office and Seal
Section 1.1 Name of Corporation.
The name of this corporation shall be Sioux Falls Lincoln High School Hall of Fame.
Section 1.2 Principal Office.
The principal office of the corporation shall be located in Sioux Falls, South Dakota.
Section 1.3 Corporate Seal.
The board of directors may provide a corporate seal, which shall be circular in form and which shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."
Article II – Purposes
Section 2.1 Purpose.
The general purpose of the corporation is to recognize and honor former members of the staff, administration, students, and community-wide contributors for their outstanding achievements and/or contributions to Sioux Falls Lincoln High School, hereinafter referred to as “LHS.”
Article III – Nonprofit Status
Section 3.1 Nonprofit.
The corporation is organized exclusively for charitable, scientific, literary and educational purposes as a nonprofit corporation and its activities shall be conducted solely for the aforesaid purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on by (1) a corporation exempt from federal income tax under Section 501 (c) of the Internal Revenue Code of 1986, or (2) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax law.
Section 3.2 Benefit.
No part of the earnings or any of the assets of the corporation shall inure to the benefit of or be distributed to any director or officer or private individual, except for the reimbursement of reasonable expenses incurred during the rendering of services to the corporation in furtherance of its purposes.
Article IV – Members
Pursuant to the Articles of Incorporation, the corporation shall not have members.
Article V – Board of Directors
Section 5.1 General Powers.
The business and affairs of the corporation shall be managed and controlled by a board of directors.
Section 5.2 Number.
The board of directors shall comprise of a minimum of eight (8) persons. It is advised that said persons include, but are not limited to, the following:
(a) The LHS activities principal;
(b) LHS present or former principal;
(c) At least two (2) present or former coaches representing both LHS male and female athletics;
(d) At least two (2) present or former persons representing the LHS fine arts (orchestra, band, chorus, drama, oral inter., debate, and art);
(e) At least one present or former person representing academics;
(f) At least one LHS student council representative;
(g) At least one member must be a graduate of LHS.
Section 5.3 LHS Activities Principal.
The LHS activities principal shall be a permanent member of the board of directors.
Section 5.4 Election.
Directors shall be elected at the annual meeting of the board of directors. The directors of the corporation to be elected by the board of directors at the annual meeting of the corporation. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Directors shall have one (1) vote each.
Section 5.5 Term.
Directors shall be elected to hold office for a term of three (3) years. Any director may be reelected to another three (3) year term. The maximum membership on the board of directors shall be six (6) years. A former director may be reelected after a three (3) year absence from the board of directors.
Section 5.6 Resignation.
Any director may resign at any time by giving written notice of such resignation to the board of directors.
Section 5.7 Annual Meeting.
An annual meeting of the board shall be held at the call of the president, or at the request of a majority of the board. Notice of such meeting shall be given as provided in Section 5.10 hereof. The notice shall designate the time, place and date of such meeting; however, the notice need not specify the business to be transacted. Any vacancies in the board of directors as a result of the expiration of a director's term shall be filled at the Annual Meeting.
Section 5.8 Regular Meetings.
Regular meetings of the board of directors shall be held at LHS unless otherwise stated. The location may be changed by a majority vote of the board of directors.
Section 5.9 Special Meetings.
Special meetings of the board of directors may be called by the president or upon written request by any two directors stating the purpose of the meeting.
Section 5.10 Notice of Meeting.
Written notice of the place, day, and hour, and in cases of special meetings, the purpose, shall be given to all members of the board of directors not less than five (5) and not more than fifty (50) days before the date of the Annual Meeting and at least two (2) days before the date of any regular or special meeting. Notice shall be given by U.S. Mail, email, or fax.
Section 5.11 Waiver of Notice.
Notice of any meeting of the board of directors may be waived either before, at, or after such meeting in writing, signed by each director. A director, by attendance and participation in the action taken at any meeting of the board of directors shall be deemed to have waived notice of such meeting unless the person's appearance is solely for the purpose of asserting the illegality of the meeting.
Section 5.12 Quorum.
At any meeting of the board of directors, a majority of the directors shall constitute a quorum necessary to conduct business as a board of directors. Unless otherwise specified by statute, these Bylaws, or in the Articles of Incorporation, a majority vote of directors at any meeting satisfying the quorum requirement herein shall be final and conclusive as to actions of the board of directors.
Section 5.13 Presence at Meetings.
Directors may participate in a meeting of the board or any committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can simultaneously hear each other and such participation at a meeting shall constitute presence in person at the meeting.
Section 5.14 Board Action Without Meeting.
Any action that could be taken at the meeting of the board of directors, or any duly constituted committee thereof, may be taken without a meeting when authorized in writing and signed by all of the directors.
Section 5.15 Chairperson.
At all meetings of the board of directors, the president, or in the president's absence the vice president, or in the vice president's absence the LHS activities principal, or in the absence of the LHS activities principal a chairperson chosen by the directors, shall preside.
Section 5.16 Compensation.
Directors shall not receive any compensation for their services (but by resolution of the board of directors, expenses of attendance, if any, may be allowed for attendance at special meetings of the board), provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 5.17 Removal.
A director of the corporation may be removed from office by a vote of the majority of the remaining members of the board of directors for malfeasance, misconduct, or neglect of duty, criminal conviction or for other personal conduct outside the confines of the corporation that is either detrimental or may be viewed as negatively impacting the corporation as determined by the remaining members of the board of directors.
Section 5.18 Vacancies.
In case any member of the board of directors becomes vacant by death, resignation, retirement, disqualification, removal, or any other cause, the board of directors may appoint a new director to fill such vacancy and the director so appointed shall complete the elected term of the director being replaced.
Section 5.19 Conflict of Interest.
Any potential conflict of interest shall be disclosed by the director who is involved; provided, however, that any director may provide notice of a potential conflict of interest to the president when such director becomes aware of a potential conflict of interest, whether such potential conflict of interest involves that director or not. The board of directors will determine whether or not a conflict of interest exists and the director with the potential conflict of interest shall not participate in this determination. If the board of directors determines that a conflict of interest exists, the director with the conflict shall abstain from voting on any resolution of the board of directors involving the issue or subject matter from which the conflict has arisen and, if appropriate, such director will recuse himself or herself from any discussion of that issue or subject matter.
Article VI – Officers
Section 6.1 Number.
The officers of the corporation shall consist of a president, vice president, secretary, and treasurer. Any two (2) or more offices may be held by the same person.
Section 6.2 Election, Term of Office and Qualification.
The officers of the corporation to be elected by the board of directors annually at each annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter stated. Directors will have one (1) vote each.
Section 6.3 Vacancies.
In case any office of the corporation becomes vacant by death, resignation, retirement, disqualification, removal from office, or any other cause, the board of directors shall elect an officer to fill such vacancy and the officer so elected shall hold office and serve for the unexpired term.
Section 6.4 President.
The president shall preside at all meetings of the board of directors. The president shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to the president by the board of directors.
Section 6.5 Vice President.
A the request of the president or in the event of the president's absence or disability, the vice president shall perform the duties and exercise the powers of the president; and to the extent authorized by law, the vice president shall have such other powers as the board of directors may determine, and shall perform such other duties as, may be assigned by the board of directors.
Section 6.6 Secretary.
The secretary shall have charge of such books, documents and papers as the board of directors may determine and shall have the custody of the corporate seal. The secretary shall attend and keep the minutes of all meetings of the board of directors of the corporation. The secretary may sign with the president or vice president in the name or on behalf of the corporation any contracts or agreements authorized by the board of directors, and when so authorized or ordered by the board of directors, the secretary may affix the seal of the corporation. The secretary shall in general perform all the duties incident to the office of secretary, subject to the control of the board of directors, and shall do and perform such other duties as may be assigned by the board of directors.
Section 6.7 Treasurer.
The treasurer shall have the custody of all funds, property and securities of the corporation, subject to such regulations as may be imposed by the board of directors. The treasurer may be required to give bond for the performance of the treasurer’s duties, premiums for which shall be paid out of corporation funds, in such sum and with such sureties as the board of directors may require. When necessary or proper, the treasurer may endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the board of directors may designate. The treasurer shall sign all receipts and vouchers, and together with such other officer or officers, if any, as shall be designated by the board of directors, the treasurer shall sign all checks of the corporation and all bills of exchange and promissory notes issued by the corporation, except in cases where the signing and execution thereof shall be expressly designated by the board of directors, or by these Bylaws to some other officer or agent of the corporation. The treasurer shall make such payment as may be necessary or proper to be made on behalf of the corporation. The treasurer shall enter regularly on the books of the corporation an accurate account of all monies and obligations received and paid or incurred by the treasurer for or on account of the corporation and shall exhibit such books at all reasonable times to any director or member on oral or written application at the office of the corporation. The treasurer shall, in general, perform all of the duties incident to the office of treasurer, subject to the control of the board of directors.
Section 6.8 Compensation.
Officers shall not receive any compensation for their services, provided that nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefor.
Section 6.9 Removal.
Any officer or agent elected or appointed may be removed from office by an affirmative vote of a majority of the board of directors at a special meeting called for that purpose, whenever, in its judgment, the best interests of the corporation will be served thereby. By means of illustration and not limitation, the best interests of the corporation will not be served by an officer for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives, or for the refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least two (2) days' notice of such meeting and shall be entitled to appear before and be heard by the board of directors at such meeting.
Article VII – Duties of the Corporation
Section 7.1 Duties.
The corporation, as part of its duties, shall:
(a) Publish the purpose and criteria for the awards;
(b) Gather nominations through alumni, media, and other sources;
(c) Select the inductees each year for induction into the LHS hall of fame hereinafter referred to as the “Hall of Fame”;
(d) Determine the type of awards for the inductees;
(e) Determine the number of inductees each year.
Article VIII – Induction Categories
Section 8.1 Categories.
The induction categories for the Hall of Fame shall include:
(a) Former students;
(b) Former staff;
(c) Current or former community persons and/or organizations.
Section 8.2 General Standards.
Individuals will be chosen for induction into the Hall of Fame for having made significant contributions to one or more of the following areas: Academics, Athletics, Fine Arts, and Community Life/Improvement. Their contributions or excellence should be recognized and recommended by administrators, coaches, directors, media, and/or their peers. Good citizen status is necessary for Hall of Fame recognition.
Section 8.3 Criteria.
The board of directors shall use the following criteria (in order of importance) when selecting individuals for induction into the Hall of Fame:
(a) Former students:
(i) What kind of accomplishments they reached while attending LHS;
(ii) Combination of accomplishments while attending LHS and after graduation;
(iii) Must have attended LHS for a minimum of two (2) years;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
(b) Former staff:
(i) Contributed to LHS beyond normal job;
(ii) Improved the school experience or atmosphere for students at LHS;
(iii) Distinguished themselves above and beyond others at LHS;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
(c) Community Supporters/Volunteers:
(i) Candidates must have made exemplary contributions or offered extraordinary services to the students or programs at LHS;
(ii) Contributed to LHS beyond just the time their children attended LHS;
(iii) Improved the experience or atmosphere for students or programs at LHS;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
Section 8.4 Team/Group/Organization.
The board of directors may choose to select a LHS team/group/organization for induction into the Hall of Fame. To be considered, the team/group/organization must have distinguished themselves above and beyond the normal standards, or have gone through special circumstances. No more than one (1) team/group/organization may be selected in a given induction class.
Article IX – Introduction Procedures
Section 9.1 Inform.
Upon selection for induction into the Hall of Fame, the board of directors shall inform inductees they have been selected. The board shall seek information from the inductee or from the family members in the event the inductee has predeceased.
Section 9.2 Ceremony.
Upon selection, all living inductees are expected to attend the induction ceremony. If deceased or unable to attend, a family member, friend, or other designated individual will be expected to attend and accept the award. Any inductee elected to the LHS Hall of Fame that cannot attend the banquet induction will automatically be rolled over for inclusion to the following year’s induction ceremony. If after a second missed opportunity, the nominee will be taken out of consideration from the Hall of Fame until they are re-nominated.
Section 9.3 Nomination.
Any individual nominated, but not elected to the Hall of Fame that year will have the nomination carried over for nomination the next year, up to three (3) consecutive years. The nominee will be reviewed on a yearly basis for induction. If the nominee has not been selected for the Hall of Fame after the third attempt they will be withdrawn from the nomination process and cannot be considered again until a consequent nomination. Any individual nominated that meets the criteria must be given a vote of consideration for induction into the Hall of Fame. If the number selected is greater than ten (10), a new vote will be taken with just the remaining candidates to reach the prescribed level of inductees determined by the board of directors.
Section 9.4 Conflict Of Interest.
Any member of the board of directors that nominates someone, is a friend of or a family friend of a nominee, a family member of a nominee, or has a conflict of interest of any kind with a nominee, that board of directors member shall excuse themselves during discussion (other than background information on nominee) and resulting vote on that particular nominee
Article X – Committees
Section 10.1 General.
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one (1) or more directors, which committees, to the extent provided in said resolution, but only to the extent set forth in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual directors, of any responsibility imposed upon a director by law. Other committees not having and not exercising the authority of the board of directors in the management of the corporation may be designated by the president at a meeting of the board of directors at which a quorum is present.
Section 10.2 Committee Categories.
The following committees shall be established with duties as assigned. Other committees may be established as deemed necessary by the board of directors:
(a) Awards – This committee will be in charge of selection and ordering of awards to be presented to inductees of the Hall of Fame. This committee will also be in charge of selecting a site for the permanent display of awards at LHS.
(b) Banquet – This committee will be in charge of selecting a date and site for the annual award ceremony. All arrangements will be the responsibility of this committee.
(c) Finance – This committee will be in charge of soliciting funds for the Hall of Fame.
(d) Media – This committee will be responsible for informing the media of events of the Hall of Fame.
(e) Programs – This committee will be in charge of obtaining the information for the programs and printing the programs.
Section 10.3 Subcommittees.
If the number of committee members warrants it, subcommittees may be created. The categories should include but are not limited to: Fine Arts, Athletics, Faculty Members, and Community Contributors/Volunteers. If numbers on committee are not available, the committee will act as a whole to elect members from each category.
Article XI - Indemnification and Insurance
Section 11.1 Indemnification.
The corporation may indemnify a director, officer, employee or agent of the corporation pursuant to SDCL §§ 47-22-65.1 to 47-22-65.8.
Section 11.2 Liability of Directors.
A director of the corporation is not liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except that this Article does not eliminate or limit the liability of a director for:
(a) a breach of a director's duty of loyalty to the corporation;
(b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
(c) a transaction from which a director receives an improper benefit, whether or not the benefit resulted from an action taken within t the scope of the director's office; or,
(d) an act or omission for which the liability of a director is expressly provided for by statute.
Section 11.3 Indemnification of Directors and Officers.
To the extent permitted by law, each director and officer, or former director and officer of the corporation, may be indemnified, defended and held harmless by the corporation against liabilities imposed upon her/his and against her/his (including attorney's fees), or any action, of her/his service as a director or officer, and against such sums as independent counsel selected by the board shall deem reasonable payment made in settlement of any such claim, action, suit or procedure; provided, however, that no director or officer shall be indemnified with respect to matters which such indemnification would be against public policy or in contravention of the South Dakota's Nonprofit Corporation Act, as such Act may from time to time be amended.
Section 11.4 Insurance.
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this Article or of South Dakota's Nonprofit Corporation Act, as such Act may from time to time be amended.
Section 11.5 Non-exclusiveness.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders, any insurance purchased by the corporation, or otherwise, both as to action in the indemnitee’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, the corporation may not provide for indemnification against gross negligence or willful misconduct, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office.
Article XII – Contracts, Checks, Deposits and Fund
Section 12.1 Contracts.
The board may authorize any officer or officers, agent or agents by the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount.
Section 12.2 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the president of the corporation.
Section 12.3 Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 12.4 Loans.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
Article XIII – Books and Records
Section 13.1 Books and Records.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by any director, officer, or member or the agent or attorney of the same for any proper purpose at any reasonable time.
Article XIV – Fiscal Year
Section 14.1 Fiscal Year.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.
Article XV – Waiver of Notice
Section 15.1 Waiver of Notice.
Whenever notice is required to be given under the provisions of the Nonprofit Corporation Act of South Dakota, as such Act may from time to time be amended; the Articles of Incorporation; or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XVI – Amendments to Bylaws
Section 16.1 Amendments.
The board of directors shall have the power to make, alter, amend and repeal the Bylaws of the corporation by a two-thirds (2/3) majority vote of the directors who are entitled to vote, provided that notice of the proposed alteration, amendment or repeal shall have been given to the board of directors in the notice of such meeting. All proposed amendments must be submitted in writing to the President of the board prior to vote.
Section 16.2 Construction of Bylaws.
If any Bylaws provision is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. The headings used in these Bylaws are used for convenience and shall not be considered in construing the terms of these Bylaws.
Section 16.3 Suspension of Bylaws.
The bylaws may be suspended by a unanimous vote of the board of directors present at the meeting.
Article XVII – Amendments Affecting Dissolution or Reorganization
Section 17.1 Dissolution or Reorganization.
Any action to dissolve the corporation or to reorganize it must be by a two-thirds (2/3) majority vote of the directors who are entitled to vote who are present at two (2) successive business meetings after the following requirements have been met:
(a) Written notice of the proposed action was sent to the board at least one (1) week prior to each meeting at which such action was to be considered; and
(b) The notice of these meetings stated that the proposed action would be considered and voted upon.
Section 17.2 Disposition of Assets upon Dissolution.
Upon the dissolution of the corporation, the board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation to an exempt organization under Section 501(c)(3) of the Internal Revenue Code, or corresponding provision of any future United States Internal Revenue law qualified to receive same. Any of such assets not so disposed of shall be disposed of by the district court of the county in which the registered office of the corporation is then located, exclusively for such purposes or to such local organization or organizations as said court shall determine which are organized and operated exclusively for such purposes. In no event shall any portion of such assets revert to or vest in any donor, incorporator, trustee, officer, agent or custodian of the corporation or any private person or individual whomsoever.
CERTIFICATE OF SECRETARY
I, the undersigned, being the Secretary of Sioux Falls Lincoln High School Hall of Fame, a South Dakota nonprofit corporation, do hereby certify that the foregoing Bylaws with articles numbered from 1 to 17, inclusive, are the Bylaws of said nonprofit corporation, and that the same were duly adopted by the directors of said corporation on the 20th day of December, 2017, and that the same were adopted by the unanimous vote of all of the directors of said nonprofit corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of December, 2017.
____________________________
Jen Dubois, Secretary
Section 1.1 Name of Corporation.
The name of this corporation shall be Sioux Falls Lincoln High School Hall of Fame.
Section 1.2 Principal Office.
The principal office of the corporation shall be located in Sioux Falls, South Dakota.
Section 1.3 Corporate Seal.
The board of directors may provide a corporate seal, which shall be circular in form and which shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."
Article II – Purposes
Section 2.1 Purpose.
The general purpose of the corporation is to recognize and honor former members of the staff, administration, students, and community-wide contributors for their outstanding achievements and/or contributions to Sioux Falls Lincoln High School, hereinafter referred to as “LHS.”
Article III – Nonprofit Status
Section 3.1 Nonprofit.
The corporation is organized exclusively for charitable, scientific, literary and educational purposes as a nonprofit corporation and its activities shall be conducted solely for the aforesaid purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on by (1) a corporation exempt from federal income tax under Section 501 (c) of the Internal Revenue Code of 1986, or (2) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax law.
Section 3.2 Benefit.
No part of the earnings or any of the assets of the corporation shall inure to the benefit of or be distributed to any director or officer or private individual, except for the reimbursement of reasonable expenses incurred during the rendering of services to the corporation in furtherance of its purposes.
Article IV – Members
Pursuant to the Articles of Incorporation, the corporation shall not have members.
Article V – Board of Directors
Section 5.1 General Powers.
The business and affairs of the corporation shall be managed and controlled by a board of directors.
Section 5.2 Number.
The board of directors shall comprise of a minimum of eight (8) persons. It is advised that said persons include, but are not limited to, the following:
(a) The LHS activities principal;
(b) LHS present or former principal;
(c) At least two (2) present or former coaches representing both LHS male and female athletics;
(d) At least two (2) present or former persons representing the LHS fine arts (orchestra, band, chorus, drama, oral inter., debate, and art);
(e) At least one present or former person representing academics;
(f) At least one LHS student council representative;
(g) At least one member must be a graduate of LHS.
Section 5.3 LHS Activities Principal.
The LHS activities principal shall be a permanent member of the board of directors.
Section 5.4 Election.
Directors shall be elected at the annual meeting of the board of directors. The directors of the corporation to be elected by the board of directors at the annual meeting of the corporation. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Directors shall have one (1) vote each.
Section 5.5 Term.
Directors shall be elected to hold office for a term of three (3) years. Any director may be reelected to another three (3) year term. The maximum membership on the board of directors shall be six (6) years. A former director may be reelected after a three (3) year absence from the board of directors.
Section 5.6 Resignation.
Any director may resign at any time by giving written notice of such resignation to the board of directors.
Section 5.7 Annual Meeting.
An annual meeting of the board shall be held at the call of the president, or at the request of a majority of the board. Notice of such meeting shall be given as provided in Section 5.10 hereof. The notice shall designate the time, place and date of such meeting; however, the notice need not specify the business to be transacted. Any vacancies in the board of directors as a result of the expiration of a director's term shall be filled at the Annual Meeting.
Section 5.8 Regular Meetings.
Regular meetings of the board of directors shall be held at LHS unless otherwise stated. The location may be changed by a majority vote of the board of directors.
Section 5.9 Special Meetings.
Special meetings of the board of directors may be called by the president or upon written request by any two directors stating the purpose of the meeting.
Section 5.10 Notice of Meeting.
Written notice of the place, day, and hour, and in cases of special meetings, the purpose, shall be given to all members of the board of directors not less than five (5) and not more than fifty (50) days before the date of the Annual Meeting and at least two (2) days before the date of any regular or special meeting. Notice shall be given by U.S. Mail, email, or fax.
Section 5.11 Waiver of Notice.
Notice of any meeting of the board of directors may be waived either before, at, or after such meeting in writing, signed by each director. A director, by attendance and participation in the action taken at any meeting of the board of directors shall be deemed to have waived notice of such meeting unless the person's appearance is solely for the purpose of asserting the illegality of the meeting.
Section 5.12 Quorum.
At any meeting of the board of directors, a majority of the directors shall constitute a quorum necessary to conduct business as a board of directors. Unless otherwise specified by statute, these Bylaws, or in the Articles of Incorporation, a majority vote of directors at any meeting satisfying the quorum requirement herein shall be final and conclusive as to actions of the board of directors.
Section 5.13 Presence at Meetings.
Directors may participate in a meeting of the board or any committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can simultaneously hear each other and such participation at a meeting shall constitute presence in person at the meeting.
Section 5.14 Board Action Without Meeting.
Any action that could be taken at the meeting of the board of directors, or any duly constituted committee thereof, may be taken without a meeting when authorized in writing and signed by all of the directors.
Section 5.15 Chairperson.
At all meetings of the board of directors, the president, or in the president's absence the vice president, or in the vice president's absence the LHS activities principal, or in the absence of the LHS activities principal a chairperson chosen by the directors, shall preside.
Section 5.16 Compensation.
Directors shall not receive any compensation for their services (but by resolution of the board of directors, expenses of attendance, if any, may be allowed for attendance at special meetings of the board), provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 5.17 Removal.
A director of the corporation may be removed from office by a vote of the majority of the remaining members of the board of directors for malfeasance, misconduct, or neglect of duty, criminal conviction or for other personal conduct outside the confines of the corporation that is either detrimental or may be viewed as negatively impacting the corporation as determined by the remaining members of the board of directors.
Section 5.18 Vacancies.
In case any member of the board of directors becomes vacant by death, resignation, retirement, disqualification, removal, or any other cause, the board of directors may appoint a new director to fill such vacancy and the director so appointed shall complete the elected term of the director being replaced.
Section 5.19 Conflict of Interest.
Any potential conflict of interest shall be disclosed by the director who is involved; provided, however, that any director may provide notice of a potential conflict of interest to the president when such director becomes aware of a potential conflict of interest, whether such potential conflict of interest involves that director or not. The board of directors will determine whether or not a conflict of interest exists and the director with the potential conflict of interest shall not participate in this determination. If the board of directors determines that a conflict of interest exists, the director with the conflict shall abstain from voting on any resolution of the board of directors involving the issue or subject matter from which the conflict has arisen and, if appropriate, such director will recuse himself or herself from any discussion of that issue or subject matter.
Article VI – Officers
Section 6.1 Number.
The officers of the corporation shall consist of a president, vice president, secretary, and treasurer. Any two (2) or more offices may be held by the same person.
Section 6.2 Election, Term of Office and Qualification.
The officers of the corporation to be elected by the board of directors annually at each annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter stated. Directors will have one (1) vote each.
Section 6.3 Vacancies.
In case any office of the corporation becomes vacant by death, resignation, retirement, disqualification, removal from office, or any other cause, the board of directors shall elect an officer to fill such vacancy and the officer so elected shall hold office and serve for the unexpired term.
Section 6.4 President.
The president shall preside at all meetings of the board of directors. The president shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to the president by the board of directors.
Section 6.5 Vice President.
A the request of the president or in the event of the president's absence or disability, the vice president shall perform the duties and exercise the powers of the president; and to the extent authorized by law, the vice president shall have such other powers as the board of directors may determine, and shall perform such other duties as, may be assigned by the board of directors.
Section 6.6 Secretary.
The secretary shall have charge of such books, documents and papers as the board of directors may determine and shall have the custody of the corporate seal. The secretary shall attend and keep the minutes of all meetings of the board of directors of the corporation. The secretary may sign with the president or vice president in the name or on behalf of the corporation any contracts or agreements authorized by the board of directors, and when so authorized or ordered by the board of directors, the secretary may affix the seal of the corporation. The secretary shall in general perform all the duties incident to the office of secretary, subject to the control of the board of directors, and shall do and perform such other duties as may be assigned by the board of directors.
Section 6.7 Treasurer.
The treasurer shall have the custody of all funds, property and securities of the corporation, subject to such regulations as may be imposed by the board of directors. The treasurer may be required to give bond for the performance of the treasurer’s duties, premiums for which shall be paid out of corporation funds, in such sum and with such sureties as the board of directors may require. When necessary or proper, the treasurer may endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the board of directors may designate. The treasurer shall sign all receipts and vouchers, and together with such other officer or officers, if any, as shall be designated by the board of directors, the treasurer shall sign all checks of the corporation and all bills of exchange and promissory notes issued by the corporation, except in cases where the signing and execution thereof shall be expressly designated by the board of directors, or by these Bylaws to some other officer or agent of the corporation. The treasurer shall make such payment as may be necessary or proper to be made on behalf of the corporation. The treasurer shall enter regularly on the books of the corporation an accurate account of all monies and obligations received and paid or incurred by the treasurer for or on account of the corporation and shall exhibit such books at all reasonable times to any director or member on oral or written application at the office of the corporation. The treasurer shall, in general, perform all of the duties incident to the office of treasurer, subject to the control of the board of directors.
Section 6.8 Compensation.
Officers shall not receive any compensation for their services, provided that nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefor.
Section 6.9 Removal.
Any officer or agent elected or appointed may be removed from office by an affirmative vote of a majority of the board of directors at a special meeting called for that purpose, whenever, in its judgment, the best interests of the corporation will be served thereby. By means of illustration and not limitation, the best interests of the corporation will not be served by an officer for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives, or for the refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least two (2) days' notice of such meeting and shall be entitled to appear before and be heard by the board of directors at such meeting.
Article VII – Duties of the Corporation
Section 7.1 Duties.
The corporation, as part of its duties, shall:
(a) Publish the purpose and criteria for the awards;
(b) Gather nominations through alumni, media, and other sources;
(c) Select the inductees each year for induction into the LHS hall of fame hereinafter referred to as the “Hall of Fame”;
(d) Determine the type of awards for the inductees;
(e) Determine the number of inductees each year.
Article VIII – Induction Categories
Section 8.1 Categories.
The induction categories for the Hall of Fame shall include:
(a) Former students;
(b) Former staff;
(c) Current or former community persons and/or organizations.
Section 8.2 General Standards.
Individuals will be chosen for induction into the Hall of Fame for having made significant contributions to one or more of the following areas: Academics, Athletics, Fine Arts, and Community Life/Improvement. Their contributions or excellence should be recognized and recommended by administrators, coaches, directors, media, and/or their peers. Good citizen status is necessary for Hall of Fame recognition.
Section 8.3 Criteria.
The board of directors shall use the following criteria (in order of importance) when selecting individuals for induction into the Hall of Fame:
(a) Former students:
(i) What kind of accomplishments they reached while attending LHS;
(ii) Combination of accomplishments while attending LHS and after graduation;
(iii) Must have attended LHS for a minimum of two (2) years;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
(b) Former staff:
(i) Contributed to LHS beyond normal job;
(ii) Improved the school experience or atmosphere for students at LHS;
(iii) Distinguished themselves above and beyond others at LHS;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
(c) Community Supporters/Volunteers:
(i) Candidates must have made exemplary contributions or offered extraordinary services to the students or programs at LHS;
(ii) Contributed to LHS beyond just the time their children attended LHS;
(iii) Improved the experience or atmosphere for students or programs at LHS;
(iv) Must have conducted himself/herself in a way to reflect honor on to the school and must have exhibited those qualities of character and standards of conduct with their status as a role model in the community. The board of directors reserves the right to remove any individual, team, organization from the LHS Hall of Fame for personal conduct which reflects disrespect upon the school.
Section 8.4 Team/Group/Organization.
The board of directors may choose to select a LHS team/group/organization for induction into the Hall of Fame. To be considered, the team/group/organization must have distinguished themselves above and beyond the normal standards, or have gone through special circumstances. No more than one (1) team/group/organization may be selected in a given induction class.
Article IX – Introduction Procedures
Section 9.1 Inform.
Upon selection for induction into the Hall of Fame, the board of directors shall inform inductees they have been selected. The board shall seek information from the inductee or from the family members in the event the inductee has predeceased.
Section 9.2 Ceremony.
Upon selection, all living inductees are expected to attend the induction ceremony. If deceased or unable to attend, a family member, friend, or other designated individual will be expected to attend and accept the award. Any inductee elected to the LHS Hall of Fame that cannot attend the banquet induction will automatically be rolled over for inclusion to the following year’s induction ceremony. If after a second missed opportunity, the nominee will be taken out of consideration from the Hall of Fame until they are re-nominated.
Section 9.3 Nomination.
Any individual nominated, but not elected to the Hall of Fame that year will have the nomination carried over for nomination the next year, up to three (3) consecutive years. The nominee will be reviewed on a yearly basis for induction. If the nominee has not been selected for the Hall of Fame after the third attempt they will be withdrawn from the nomination process and cannot be considered again until a consequent nomination. Any individual nominated that meets the criteria must be given a vote of consideration for induction into the Hall of Fame. If the number selected is greater than ten (10), a new vote will be taken with just the remaining candidates to reach the prescribed level of inductees determined by the board of directors.
Section 9.4 Conflict Of Interest.
Any member of the board of directors that nominates someone, is a friend of or a family friend of a nominee, a family member of a nominee, or has a conflict of interest of any kind with a nominee, that board of directors member shall excuse themselves during discussion (other than background information on nominee) and resulting vote on that particular nominee
Article X – Committees
Section 10.1 General.
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one (1) or more directors, which committees, to the extent provided in said resolution, but only to the extent set forth in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual directors, of any responsibility imposed upon a director by law. Other committees not having and not exercising the authority of the board of directors in the management of the corporation may be designated by the president at a meeting of the board of directors at which a quorum is present.
Section 10.2 Committee Categories.
The following committees shall be established with duties as assigned. Other committees may be established as deemed necessary by the board of directors:
(a) Awards – This committee will be in charge of selection and ordering of awards to be presented to inductees of the Hall of Fame. This committee will also be in charge of selecting a site for the permanent display of awards at LHS.
(b) Banquet – This committee will be in charge of selecting a date and site for the annual award ceremony. All arrangements will be the responsibility of this committee.
(c) Finance – This committee will be in charge of soliciting funds for the Hall of Fame.
(d) Media – This committee will be responsible for informing the media of events of the Hall of Fame.
(e) Programs – This committee will be in charge of obtaining the information for the programs and printing the programs.
Section 10.3 Subcommittees.
If the number of committee members warrants it, subcommittees may be created. The categories should include but are not limited to: Fine Arts, Athletics, Faculty Members, and Community Contributors/Volunteers. If numbers on committee are not available, the committee will act as a whole to elect members from each category.
Article XI - Indemnification and Insurance
Section 11.1 Indemnification.
The corporation may indemnify a director, officer, employee or agent of the corporation pursuant to SDCL §§ 47-22-65.1 to 47-22-65.8.
Section 11.2 Liability of Directors.
A director of the corporation is not liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except that this Article does not eliminate or limit the liability of a director for:
(a) a breach of a director's duty of loyalty to the corporation;
(b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
(c) a transaction from which a director receives an improper benefit, whether or not the benefit resulted from an action taken within t the scope of the director's office; or,
(d) an act or omission for which the liability of a director is expressly provided for by statute.
Section 11.3 Indemnification of Directors and Officers.
To the extent permitted by law, each director and officer, or former director and officer of the corporation, may be indemnified, defended and held harmless by the corporation against liabilities imposed upon her/his and against her/his (including attorney's fees), or any action, of her/his service as a director or officer, and against such sums as independent counsel selected by the board shall deem reasonable payment made in settlement of any such claim, action, suit or procedure; provided, however, that no director or officer shall be indemnified with respect to matters which such indemnification would be against public policy or in contravention of the South Dakota's Nonprofit Corporation Act, as such Act may from time to time be amended.
Section 11.4 Insurance.
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this Article or of South Dakota's Nonprofit Corporation Act, as such Act may from time to time be amended.
Section 11.5 Non-exclusiveness.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders, any insurance purchased by the corporation, or otherwise, both as to action in the indemnitee’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, the corporation may not provide for indemnification against gross negligence or willful misconduct, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office.
Article XII – Contracts, Checks, Deposits and Fund
Section 12.1 Contracts.
The board may authorize any officer or officers, agent or agents by the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount.
Section 12.2 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the president of the corporation.
Section 12.3 Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 12.4 Loans.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
Article XIII – Books and Records
Section 13.1 Books and Records.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by any director, officer, or member or the agent or attorney of the same for any proper purpose at any reasonable time.
Article XIV – Fiscal Year
Section 14.1 Fiscal Year.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.
Article XV – Waiver of Notice
Section 15.1 Waiver of Notice.
Whenever notice is required to be given under the provisions of the Nonprofit Corporation Act of South Dakota, as such Act may from time to time be amended; the Articles of Incorporation; or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XVI – Amendments to Bylaws
Section 16.1 Amendments.
The board of directors shall have the power to make, alter, amend and repeal the Bylaws of the corporation by a two-thirds (2/3) majority vote of the directors who are entitled to vote, provided that notice of the proposed alteration, amendment or repeal shall have been given to the board of directors in the notice of such meeting. All proposed amendments must be submitted in writing to the President of the board prior to vote.
Section 16.2 Construction of Bylaws.
If any Bylaws provision is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. The headings used in these Bylaws are used for convenience and shall not be considered in construing the terms of these Bylaws.
Section 16.3 Suspension of Bylaws.
The bylaws may be suspended by a unanimous vote of the board of directors present at the meeting.
Article XVII – Amendments Affecting Dissolution or Reorganization
Section 17.1 Dissolution or Reorganization.
Any action to dissolve the corporation or to reorganize it must be by a two-thirds (2/3) majority vote of the directors who are entitled to vote who are present at two (2) successive business meetings after the following requirements have been met:
(a) Written notice of the proposed action was sent to the board at least one (1) week prior to each meeting at which such action was to be considered; and
(b) The notice of these meetings stated that the proposed action would be considered and voted upon.
Section 17.2 Disposition of Assets upon Dissolution.
Upon the dissolution of the corporation, the board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation to an exempt organization under Section 501(c)(3) of the Internal Revenue Code, or corresponding provision of any future United States Internal Revenue law qualified to receive same. Any of such assets not so disposed of shall be disposed of by the district court of the county in which the registered office of the corporation is then located, exclusively for such purposes or to such local organization or organizations as said court shall determine which are organized and operated exclusively for such purposes. In no event shall any portion of such assets revert to or vest in any donor, incorporator, trustee, officer, agent or custodian of the corporation or any private person or individual whomsoever.
CERTIFICATE OF SECRETARY
I, the undersigned, being the Secretary of Sioux Falls Lincoln High School Hall of Fame, a South Dakota nonprofit corporation, do hereby certify that the foregoing Bylaws with articles numbered from 1 to 17, inclusive, are the Bylaws of said nonprofit corporation, and that the same were duly adopted by the directors of said corporation on the 20th day of December, 2017, and that the same were adopted by the unanimous vote of all of the directors of said nonprofit corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of December, 2017.
____________________________
Jen Dubois, Secretary