Page 20 - 2023-24 By-Laws

Article IV - Administration

A quorum for any meeting so held shall be computed on the basis of all persons in voice
contact with each other. Any meeting so held shall be a formal meeting of the Board of
Directors for all purposes, and any business may be transacted at such meeting that could
be transacted if the Directors were assembled in physical proximity to each other.
k. A resolution in writing signed by the President of the Board of Directors shall be deemed to
be the action of the Board of Directors as therein expressed with the same force and eff ect
as if the same had been passed at the duly convened meeting and the secretary shall
record such resolution in the minute book under its proper date.
l. During the annual meeting, the 19 incoming Directors for the ensuing year shall:
(1) reorganize for the ensuing year by electing a president and a vice-president from
those Directors having only two remaining years of their term; and
(2) reorganize the Executive Committee for the ensuing year by electing a chairperson
and a vice-chairperson from the Directors having only one year remaining of their
term.

m. All newly elected offi cers shall assume the duties of their offi ce on the fi rst day of July next

following their election.
n. The Commissioner shall serve as Secretary-Treasurer of the Corporation.
o. All legitimate expenses of the Directors shall be paid out of the Corporation funds.
p. Details in connection with the conduct of business of the Directors shall be determined by
the Directors.
q. A majority of the Directors shall constitute a quorum. ROBERTS RULES OF ORDER shall
be followed in all meetings except the President shall be entitled to vote on any and all
issues.
r. It shall be the duty of the Directors to establish the rules and By-Laws of the Corporation.
s. All reports and recommendations are to be submitted in writing and in the hands of all
Directors at least three weeks prior to the meeting at which such are to be presented.
t. The Board of Directors may remove any Director under the following conditions:
(1.) The removal of a Director shall be for cause, which may include, but is not limited to,
the following examples:
(a) Director failing to perform basic responsibilities, or doing so improperly;
(b) Director failing to act in accordance with the Board’s governing standards;
(c) Director failing to comply with the Director’s fi duciary obligations;
(d) Director’s inappropriate and intentional disclosure of confi dential information;
(e) Director’s intentional violation of any IHSAA bylaw, rule, regulation, standard or
policy:
(f) Director causing another to intentionally violate any IHSAA bylaw, rule, regulation,
standards or policy.
(g) Director intentionally engaging in conduct that is deemed by the Board to be
detrimental to the IHSAA; and
(h) Director engaging in or having engaged in action which could be considered to
constitute criminal misconduct.
Before a Director is removed for cause, the Board must be satisfi ed that the
acts of the Director proposed for removal are more than mere mistakes, more
than negligence.

(2.) Removal shall be by a two-thirds (2/3) vote of all Directors then in offi ce, excluding
the Director proposed for removal.
(3.) Removal may occur at any regular or special meeting of the Board, provided that a
Statement of the Reason(s) shall have been mailed by Registered Mail to the Board
of Directors, including the Director proposed for removal, at least thirty (30) days
before any fi nal action is taken by the Board of Directors.
(4.) The Statement of Reason(s) shall be accompanied by a Notice of the time when and
the place where the Board of Directors is to take action on the removal.
(5.) The Director proposed for removal shall fi rst be given an opportunity to be heard at the
time and place mentioned in the Notice, after which the Board of Directors, excluding
the Director proposed for removal, shall consider the matter and take a vote.
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