BYLAWS

of the

INTERNATIONAL INSTITUTE FOR SPORT HISTORY

(Revised December 1, 2011 to reflect the Corporation's Name Change)


ARTICLE I

OFFICES



Section 1. PRINCIPAL OFFICE. The principal office of the International Institute for Sport History, hereinafter entitled the Corporation, shall be in State College, Centre County, Pennsylvania or such other place as designated by resolution of the Board of Directors of the Corporation. The principal mailing address of the Corporation at this time is: PO Box 175, State College, PA., USA 16804.

Section 2. OTHER OFFICES. The Board of Directors may also elect to open other offices of the Corporation either within or outside the Commonwealth of Pennsylvania to conduct the business of the Corporation.

ARTICLE II

MEMBERS


Section 1: RIGHTS. The Corporation has no members with voting rights in accordance with the Articles of Incorporation. Wherever in these Bylaws a reference is made to members it is strictly understood that they are non-voting members. The Corporation will solicit members only as non-voting members who pay dues or donate money in accordance with a dues and/or donation schedule to be determined by the Board of Directors.

Section 2. MEMBERSHIP DUES. Anyone wishing to become a member of the Corporation shall pay annual or lifetime dues or donate money according to the donation schedule established and revised by the Board of Directors from time to time at their sole discretion.

Section 3. NON LIABILITY OF MEMBERS. No member by virtue of just being a member of or donor to the Corporation shall be liable for the debts, liabilities or obligations of the Corporation.

Section 4. TERMINATION OF MEMBERSHIP. A member's membership in the Corporation shall terminate on the occurrence of any of the following events:

a. Upon receipt by an Officer or Director of a Member's written resignation of membership in the Corporation.

b. Upon death of a member if a natural person or the dissolution of the member if a corporation, partnership or association.

c. Upon the failure of a member to pay membership fees by the due date. Termination of membership for non-payment of required fees when due occurs automatically without notice being given by the Corporation. Membership may be renewed at any time when fees are paid in full.

d. Good cause, as determined by the majority of the Board of Directors.

Section 5. BENEFITS OF MEMBERSHIP. The primary benefit of membership in the Corporation is participation in the furtherance of its mission. Additional benefits may from time to time be offered at the sole discretion of the Board of Directors.

ARTICLE III

DIRECTORS



Section 1. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors is responsible for the management of the Corporation's business and legal affairs. Towards this end, the Board will exercise all of the corporate powers to do such lawful acts which are not prohibited by either state law or the Articles of Incorporation.

Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The number of Directors which will compose its Board of Directors shall be a minimum of three in accordance with the Articles of Incorporation, and a maximum of twelve. A Director must be at least 21 years of age.

Section 3. ELECTION OF DIRECTORS. The Directors shall be elected at the annual meeting of the Board of Directors or at a special meeting called to fill a vacancy. Each Director shall hold office for life, or until a written resignation from the Director is received by the Secretary of the Corporation.

Section 4. VACANCIES ON THE BOARD. Vacancies on the Board and new positions created by increasing the number of Directors may be filled by a unanimous vote of the entire Board of Directors either at the annual meeting or through written proxy, letter or formal written ballot. A vacancy on the Board shall be deemed to exist upon the death, resignation, or removal of any Director, an increase in the number of Directors or a failure of the Members to fill all Board vacancies at any meeting of the Directors.

Section 5. STANDARD OF CARE. Each Director shall perform his duties, including those of being a member on any corporate board, in good faith. Each Director shall execute all duties through the use of the standard as to what in the Director's opinion is in the best interests of the Corporation. In making all decisions a Director shall utilize such reasonable care and inquiry as a reasonably prudent person in a like situation would employ.

Section 6. REMOVAL OF DIRECTORS. The Board of Directors may remove any individual Director by unanimous vote, excluding the Director to be removed.

Section 7. COMPENSATION OF DIRECTORS. The corporation shall pay any reasonable travel and other expenses incurred by its Directors in attending any meeting of the Board. In addition, the Directors may be paid a salary or a fixed amount for attending the meeting as set by the Board. The receipt of any payment for services rendered as a Director shall not prevent the person from serving the Corporation in any other capacity and receiving compensation for such other work.


ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS



Section 1. MEETINGS. Meetings shall be called by the President or upon receipt of a written request to do so from any Director. Written notice of meetings shall be given to each Director at least thirty (30) days prior to the meeting. Such notice shall be given either personally to each director, by mail or facsimile transmission.

If the notice is mailed, then it must be sent to the last known address of the Director as it appears on the Corporation's books. Upon such mailing the service shall be deemed complete. If the Corporation does not have an address of a Director or knows that the address it has is no longer valid, it shall give notice to that Director by publishing it at least once in a newspaper of general circulation in the county of the Corporation's principal office.

a. The Board of Directors shall hold an annual meeting to fill any vacancy on the Board of Directors, elect or appoint officers, review and establish the annual budget, prepare any document or report, or conduct any other business.

b. Additional meetings may be held at a time and place determined by the Board of Directors.

Section 2. VALIDITY. The actions taken at a meeting of Directors which was not properly called and noticed will nonetheless be considered valid if:

a. All of the Directors are present at the meeting and sign a written consent to the meeting and the actions taken thereunder, or

b. A majority of the Directors are present at the meeting and those Directors not present sign a written consent to the meeting and the actions taken thereunder. Such consent may be given either before or after the meeting has been held.

Section 3. WAIVER OF NOTICE. If a Director attends a meeting which was not properly called and noticed without objecting upon arrival, that Director waives such notice and the actions taken thereunder
shall be as valid as if the meeting was properly called.

Section 4. QUORUM. At any meeting of the Board of Directors no action may be undertaken unless a quorum of Directors is present.

ARTICLE V

COMMITTEES AND CONSULTANTS



Section 1. ESTABLISHMENT OF COMMITTEES. The Board of Directors may establish committees of one or more Directors to exercise the powers of the Board of Directors in specified areas of the Corporation's business and legal affairs. Committee members shall be appointed by the President with the approval of a majority of the Directors.

Section 2. CONSULTANTS. The Board of Directors may appoint persons to serve as consultants to the Board to perform any special assignments.


ARTICLE VI

OFFICERS



Section 1. ELECTION OF OFFICERS. The Board of Directors shall elect the officers of the Corporation by majority vote. The initial Officers of the Corporation shall be the President, Vice President, Secretary and Treasurer. The election of Officers shall occur at the annual meeting of Directors except for the filling of vacancies.

Section 2. TERM OF OFFICE. The term of office for the Officers of the Corporation shall be four years and shall coincide with the Olympic cycle. Any Officer may be removed from office by the Board at any time by a majority vote. Any vacancy in any office of the Corporation shall be filled by the Board of Directors. All Officers are eligible for re-election. Any Officer may resign at any time by giving written notice to the Board of Directors. A resignation shall take effect on the date specified in the notice.

Section 3. SALARIES. The Board of Directors shall set the salaries and compensation to be paid to the officers.


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    Contact the IISOH
    International Institute for Sport History
    Library and Museum
    PO Box 175
    State College, PA, USA 16804

    Board of Directors:
    Mr. Harvey Abrams, President
    Mr. Art Donahoe, Vice President
    Capt. Josiah Henson, USN, retired
    Mr. Josh Henson, Esquire
    Ms. Paula Donahoe

    The IISOH is a non-profit educational, literary and research corporation
    under section 501(c)3 of the Internal Revenue Code.
    Donations are tax deductible.
    Federal Tax ID# 41-2041155

    HAbrams@iisoh.org


    The International Institute for Sport History is a Pennsylvania non-profit educational, literary and research corporation under section 501(c)3 of the Internal Revenue Code. The IISOH is organized to operate a library and museum devoted to the History of Sport, Physical Education, Recreation, Dance, Sport in Art and the Olympic Games.
    Donations are tax deductible.
    Federal Tax ID# 41-2041155

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    original REF:BYE-IISOH-01a
    This page was updated January 6, 2010
    This page was revised and updated December 2, 2011
    This page was updated August 10, 2017
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