Capital Off Road Pathfinders

September 2015 Board of Directors Meeting Minutes

Sept 24, 2015

Fitchburg Community Center

7:00 PM

Trail Adoption Plan

Votes

Motion: 1st amendment change regarding the date of the end of year meeting (amended to be ‘4th Quarter” instead of a specific month)

From: Richard

Second: Chuck

Passes Unanimously

Motion: 2nd amendment to the bylaws proposed by Tom (see attached) addressing Indemnification

From: Walt

Second: Greg

Passes Unanimously

Motion to Amend Bylaws

It is hereby proposed to the Capital Off Road Pathfinders Board of Directors that the following amendments to the Bylaws of Capital Off Road Pathfinders, Inc. be adopted:

AMENDMENT 1.

That Article III Section 2 which reads:

Annual meeting: The annual meeting shall be held in the 4th quarter. The membership will elect the vacant positions for Elected Officers, receive a year-end status report on the organization from the officers and committees, and work to determine the direction of the organization for the coming year. Elected Officer Board Members shall appoint any vacant Appointed Board Member Positions.

be amended to read as follows:

Annual meeting: The annual meeting shall be held in November. The membership will elect the vacant positions for Elected Officers, receive a year-end status report on the organization from the officers and committees, and work to determine the direction of the organization for the coming year. Elected Officer Board Members shall appoint any vacant Appointed Board Member Positions.

AMENDMENT 2.

That Article X be created to read as follows:

Article X - Indemnification

Each director, officer, or board member of CORP now or hereafter in office and his heirs, executors and administrators, and each director, officer, or board member of CORP and his heirs, executors and administrators who now acts, or shall hereafter act at the request of CORP as director, officer, or board member of another corporation controlled by CORP, shall be indemnified by CORP against all costs, expenses and amounts of liability therefor, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding or claim to which he may be made a party, or in which he may be or become involved by reason of his acts of omission or commission, or alleged acts of commission as such director, officer, or board member, or, subject to the provisions hereof, any settlement thereof, whether or not he continues to be such director, officer, or board member at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director, officer, or board member, which is the basis of such suit, action, proceeding or claim, occurred before or after the adoption of this bylaw; provided that such indemnification shall not apply with respect to any matter as to which such director, officer, or board member shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such director, officer, or board member, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the board of directors of CORP, such settlement and reimbursement appear to be for the best interests of CORP.  The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director, officer, or board member may be entitled under any bylaw, agreement, vote or otherwise; and shall not be exclusive of any other rights of indemnity to which any director, officer, or board member may otherwise be entitled under the laws of the State of Wisconsin.

This Article is intended to constitute a contract with each person who, subsequent to its adoption, is serving or shall subsequently serve as a director, officer, or board member of the Corporation; and the indemnification provided herein shall be in addition to any other compensation which each such person may receive from the Corporation for his/her services as a director, officer, or board member of the Corporation.

This motion having been introduced at CORP's monthly on September 24, 2015 and duly considered by the Board of Directors, and a vote having been taken with the following results:

Approve:                        

Disapprove:                        

        

Amendment 1 having therefore passed, shall be considered effective as of September 24, 2015

                                                

William Lorman, President

                                                

Richard Schick Jr., Secretary

Amendment 2 having therefore passed, shall be considered effective as of September 24, 2015

                                                

William Lorman, President

                                                

Richard Schick Jr., Secretary