ARTICLE VI

Board of Directors

Section 1. Power and Responsibility. Subject to the limitations imposed by the Articles of Incorporation or these Bylaws, all corporate powers and responsibilities shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. In addition to the powers and responsibilities set forth above, the Board of Directors shall be responsible for:

1) studying, evaluating and acting upon complaints initiated by the schools that it serves, any matters relating to its members and the FHSAA;
2) making recommendations for the vote of the membership;
3) approving all expenditures of funds and operating budgets;
4) acting as a final court of appeals for all decisions made by each Sports Committee and EEO Committee;
5) annually appointing the E.E.E. Committee and Chairperson;
6) annually undertaking to have an audit, compilation or review conducted of WCOA’s financial records; and
7) appointing a Treasurer, Booking Commissioner for each designated sport and, if it deems it to be necessary, an Assistant booking commissioner.

Section 2. Number and Composition. The persons which shall constitute the entire Board of Directors shall consist of the following members:

1) President or Chairman;
2) Vice President of each designated sport;
3) Secretary;
41) Equal Employment Opportunity Chairperson; and
5) Immediate Past President

The President shall serve as the Chairman of the Board of Directors and shall preside at all meetings of the Board.

Section 3. Election and Term.

1) Time of Election. Directors shall be elected or, in the instance of the EEO Chairperson appointed, in the manner set forth in Article VII, Section 1 and Article VII below and shall hold office until their respective successors shall have been elected and qualified or until their earlier death, resignation or removal from office.

2) Term of Office. The term of office of each Officer/Director, exclusive of the EEO Chairperson, whether elected at a general or other membership meeting, shall be for a period of two years. The term of the EEO Chairperson shall be for a one-year period.

3) Consecutive Terms. Each Director may serve on the Board for consecutive terms of office.

Section 4. Vacancy. Any vacancy occurring in the Board of Directors, excluding any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of all remaining Directors, even if less than a quorum, and a Director so chosen shall hold office until the normal expiration of the term of the Director whose absence creates the vacancy. The members may at any time elect a director to fill any vacancy not filled by the Directors, including one created by an amendment of the Bylaws authorizing an increase in the number of directors.


Section 5. Removal. At a meeting of members called expressly for that purpose by at least 25% of the general membership for the position of President, Immediate Past President and Secretary and at least 25% of the membership of the particular sport for a Vice President, any Director may be removed by vote of a majority of the voting members present for such applicable membership meeting, but only following a specific finding that each such Director has failed to perform the material duties of his or her office.

Section 6. Quorum and Voting. A majority of the number of Directors fixed in the manner prescribed in this Article VI, Section 2 of these Bylaws shall constitute a quorum for the transaction of business. The action of a majority of the Directors present at any meeting, at which there is a quorum, when legally assembled, shall be deemed to be a valid corporate action.

Section 7. Director Conflicts of Interest.

1) No Director shall participate in or vote on any matter, which involves a conflict of interest.

2) Whenever a Director has cause to believe that a matter to be voted upon involves a possible conflict of interest, he or she shall announce the conflict and abstain from both participating in and voting on such matter. The question of whether an actual conflict exists shall be decided by a majority vote of the Directors other than the individual announcing the possible conflict and director who has similarly announced a possible conflict of interest with respect to the same issue.

3) Any member may raise a question of possible conflict of interest with respect to any Director.

Section 8. Committees.

a. By resolution adopted by a majority of the entire Board of Directors, there may be designated from among its members committees each of which, to the extent provided in such resolution, shall exercise all authority delegated by the Board, except with respect to the matters which by law, the Articles of Incorporation or these Bylaws that may be precluded from being delegated to a committee.

b. With the exception of the Sports Committees, each committee (including the members thereof) shall serve at the pleasure of the Board and be appointed by the Board and shall keep minutes and report the same to the Board. The Board may designate one or more Directors as members of any committee. In the absence or upon the disqualification of a member of a committee, the Board shall appoint a successor thereto.

c. A majority of all members of a committee shall constitute a quorum for the transaction or business, and the vote of a majority of all the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall adopt whatever other rules of procedure it determines appropriate for the conduct of its activities.

Section 9. Place of Meeting. Meetings of the Board of Directors may be held at any location specified in the call of the meeting or as agreed to by the Directors.

Section 10. Time, Notice and Call of Meetings.

a. Regular Meetings. Regular meetings of the Board of Directors may be held periodically during each annual period with the President presiding as Chairman in accordance with such schedule as may be agreed to by the Board. The President may call additional meetings as necessary. No notice of the time or purpose of such regular meetings need be given.

1) Special Meetings. Special meetings of the Board shall be held from time to time upon call issued by the President, or by any four Directors. Written notice of the time and place of each special meeting shall be delivered personally to all Directors or sent to each by facsimile or letter, addressed to his or her address shown on the records of the corporation or as otherwise actually known by the Secretary. If notice is mailed or faxed, it shall constitute sufficient notice if it is delivered to the above address not less than twenty-four hours prior to the time of the holding of the meeting.

Section 11. Action Without a Meeting. Any action required or permitted to be taken by the Board or a committee thereof may be taken without a meeting if all members shall individually or collectively consent in writing to such action. Such written consent shall be filed in the minutes of the proceedings of the Board or Committee and shall have the same effect as unanimous vote in favor of the action consented to.

Section 12. Compensation and Expenses. No Director shall receive compensation for services rendered to the corporation as Director, but this restriction shall not preclude any Director from serving the corporation in any other capacity for which compensation may properly be paid. Expenses incurred by Directors may be reimbursed to the extent authorized by the Board.