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Section 1. Powers and Number

The Corporation shall be managed by its Board of Directors. The number of directors constituting the entire Board shall be no less than seven (7) nor more than fifteen (15). The Board of Directors shall have the power to increase or decrease their own number within the limits above specified by a resolution adopted by a majority of the entire Board. Directors must be members of the corporation. All Directors are responsible for solicitation of sponsors for the annual Hall of Fame Gala.

Section 2. Election and Term of Office

Directors shall be elected at the Annual Meeting of the members by vote of a majority of the membership present in person or by proxy. Directors shall be elected to hold office for a term of two (2) years, renewable indefinitely. Each director shall hold office until the expiration of the term for which he or she is elected and until the election of a successor or until his or her earlier death, resignation or removal.

Upon election to the Board, new Directors will be provided a summary of duties and responsibilities as a Board member.

Section 3. Vacancies

Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a special meeting which shall be called for that purpose. The election shall be held within thirty (30) days after the occurrence of the vacancy. The person so chosen shall hold office until the next Annual Meeting of members.

Section 4. Meetings

Meetings of the Board of Directors may be held at any place within or without New York State. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting of members in June and at other times throughout the year as determined by the President. The President may, when he/she deems necessary, or the Secretary shall, at the request of three members of the Board, call for a special meeting of the Board.

Section 5. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a lesser number may adjourn the meeting to a later day. Notice of any adjournment of a meeting of the Board to another place or time shall be given to the directors who were not present at the time of the adjournment and unless such time and place are announced at the meeting, to the other members of the Board of Directors. No Director may vote by proxy at a meeting of the Board

Section 6. Electronic Transmission of Notices and Actions

All notices, waivers, consents, votes, resignations, and actions of any kind as may be required by these bylaws may be submitted either by traditional written means, or by email, facsimile, or similar electronic methods where there is reasonable certainty that such electronic means are a valid representation of the originating party’s wishes.

Section 7. Action by the Board; Unanimous Consent

Except as otherwise provided in these By-laws or by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall constitute the act of the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent to the adoption of a resolution authorizing the action. The resolution and the consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 8. Notice of Meetings

Notice of the time and place of each regular or special meeting of the Board, together with an agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be e-mailed to each director, at the email provided, two days before the day on which the meeting is to be held. Notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by e-mail or given personally or by telephone, no less than twenty-¬four hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Such deadlines will be met on a best efforts basis or as soon as practicable thereafter.

Section 9. Absence

Any Director absent from three consecutive Board meetings shall, unless excused by the Board, be deemed to have resigned as a Director as of the adjournment of the meeting constituting the fourth consecutive absence. Directors in attendance should be given notice if Directors have had two consecutive absences.

Section 10. Removal of Directors

Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two thirds of the board of directors members present at any special meeting called for that purpose as long as a quorum of members is present at such meeting. Any director may be removed for cause by a majority vote of the entire Board, at any special meeting of the Board called for that purpose. All Directors must be given notice of such special meetings at least 48 hours in advance.

Section 11. Addition of Directors

From time to time it may be appropriate to consider the addition of a Director to the Board of Directors in advance of the Annual Meeting of the members in June. The President shall have the power to recommend the addition of a Director in advance of the Annual Meeting. The recommendation shall be subject to a vote by a majority of the entire Board of Directors at the next regularly scheduled meeting of the Board.

Corporate Sustaining Members

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