By-Laws Matsu Seahawks
Established: Feb. 2019
Revised: Jan. 2022
SECTION 1.01 The name of the Program shall be (hereafter referred to as “Matsu Seahawks” or the “Corporation”). It shall be a nonprofit organization incorporated under the laws of the state of Alaska.
SECTION 2.01 The goal of Matsu Seahawks is to advance the understanding and development of the fundamentals of football while promoting goodwill, sportsmanship, and good welfare among its players, coaches and spectators
SECTION 3.01 Matsu Seahawks is a non-profit Corporation established entirely for the benefit of the youth living within the Matsu school district who participate in the youth football program.
SECTION 3.02 The Corporation is organized for exclusively religious, charitable, educational and scientific purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said Section 501(c) (3) of the Internal Revenue Code of 1986. Specifically, the Corporation will provide amateur sports to encourage good exercise, healthy habits and strengthen the youth of the community.
SECTION 4.01 Matsu Seahawks Governing Board (hereafter referred to as the “Board”) is comprised of the Corporate Board of Directors and the Members at-Large.
SECTION 4.02 The “Officers” of the Corporate Board of Directors shall be comprised of the following elected positions:
SECTION 4.03 Members at Large shall consist of the following and do not have voting rights
SECTION 4.03 No more than one member of any immediate family shall be a member of the Corporate Board of Directors.
SECTION 4.04 All officers and members of Matsu Seahawks are strictly volunteer, non-salaried people not compensated in any way. This article will be in effect as long as MATSU SEAHAWKS is in existence.
SECTION 4.05 All financial transactions exceeding $1,000 require prior Board approval by simple majority voting.
SECTION 4.06 Any officer or member at-large that has a direct or indirect, through business, investment, or family an ownership or investment interest in any entity with which the Matsu Seahawks has a transaction or arrangement must disclose the relationship to the Board. (See Article 25 for more information on the Conflicts of Interest policy.)
SECTION 4.07 The membership of Matsu Seahawks consists of the players, the players’ parents, coaches and all members of the Board of Directors. The league membership is invited and encouraged to attend all meetings. However, all decisions will be voted on by the CorporateBoard of Directors.
SECTION 4.08 BOARD ELECTION PROCESS
SUBSECTION A. All Board positions are eligible for nominations with the exception of President, Vice President, Treasurer, Secretary and Safety Director unless the three (3) year term has expired in accordance with SECTION 5.02.
SUBSECTION B. The commissioner shall publicly call for nominations between the November and December board meeting to the fill vacant slots on the Board
SUBSECTION C. The nominated Vice President must have at least one (1) year of board experience in any position to be recognized and must satisfy Bylaw requirements for the position in question. No previous experience is required for other Board positions; however candidates must satisfy Bylaw requirements for the position in question.
SUBSECTION D. The current President or Vice President will act as the facilitator of the election process during the December Board meeting. After nominations are announced by the Nominating Committee, voting shall be performed by a secret ballot if more than one candidate for a vacant Board position has been identified, with each Board member having one vote.
SUBSECTION E. The secret ballots will be read and tallied by the commissioner and presented to the Board at the end of the December Board meeting.
SECTION 5.01 The Corporate Board of Directors shall be elected at the annual board meeting in December. They shall hold office for a term of two (2) years and may be eligible for re-election with no term limits.
SECTION 5.02 Beginning in December 2019, the positions of Vice President, Treasurer and Equipment/Safety Director will be two (2) year terms. Beginning in 2020, the positions of Team Coordinator, Secretary and Website/photo will be two (2) years.
SECTION 5.03 Newly elected officers of the Corporate Board of Directors will assume their duties after the February Board Meeting. Outgoing officers will end their respective terms on February 28th of each year, thereby, achieving continuity of service.
SECTION 6.01 The President will preside at all meetings.
SECTION 6.02 The President is responsible for the overall health of the program.
SECTION 6.03 The President will pass upon and approve all financial transactions exceeding $100.
SECTION 6.04 The President shall approve all committee formations.
SECTION 6.05 The President shall annually appoint an Auditing Committee, consisting of two (2) voting members to review the Treasurer’s books and to certify his/her financial report annually. A summary audit report shall be presented to the Board for approval during the January Board meeting.
SECTION 6.06 The President shall notify voting members by public notification of any vacancy on the Board and shall call for nominations and election to fill said vacancy as directed by the Board.
SECTION 6.07 Recommends to the Board policy or rule changes including amendments to this Corporate Charter and/or the Corporate Bylaws.
SECTION 6.08 Along with the Equipment/Safety Officer reviews all injury and incident reports. In the event of a major injury, must clear players to participate in football and football related activities based on doctor’s permission to play notice.
SECTION 6.09 Along with the Treasurer, responsible for proposing an annual budget for the Board to approve during the February meeting.
SECTION 6.10 Responsible for maintaining and managing relationship with affiliate Programs for which Matsu Seahawks chooses to participate with
SECTION 6.11 Shall be responsible for the proper registration of Program and all teams, coaches and players with the league.
SECTION 6.12 Along with the Vice President, responsible to serve as a league rep for the Program and be responsible to maintain regular attendance at all league meetings and report back to the Board on all matters concerning league business.
SECTION 7.01 The Vice President shall succeed to the powers of the President, in his/her absence.
SECTION 7.02 The Vice President shall identify and schedule all referees for all home games. The Vice President is responsible to review the rules of league with all referees.
SECTION 7.03 Shall ensure all football and cheerleading coaches have cleared a background check prior to the first practice of the season.
SECTION 7.04 Shall arrange for the proper insurance to be in place for all Program activity. Responsible to maintain and oversee any insurance claims submitted to the Program.
SECTION 7.05 Shall be the liaison to all team parents when disputes arise. He/she shall present significant issues to the Board if the situation requires Board review.
SECTION 7.07 Responsible for coordinating the video taping of all MYF games.
SECTION 7.08 Responsible for coordinating the creation and development of the annual football highlight films for all divisions of play.
SECTION 7.09 Responsible for maintaining a photo library for the Program
SECTION 7.10 Shall seek qualified coaches and present them for approval to the Board during the January meeting.
SECTION 7.11 Shall plan and preside over the following coaches meetings:
SECTION 7.12 Shall review the conduct of all coaches to assure adherence to the rules of the Program and the league affiliation.
SECTION 7.13 Oversee and facilitate the Board approved process for placing players on teams in the event multiple teams per division are necessary.
SECTION 7.14 Responsible for planning and securing the facilities required for conducting practices and games for all divisions of play.
SECTION 7.15 Shall apply for facility usage permits as required.
SECTION 8.01 Responsible for organizing and conducting the football and cheerleading registration in May of each year.
SECTION 8.02 Responsible for ALL football player/cheerleader registration and required paperwork including registration documents, birth certificates, sports physicals, medical release waivers, media release waivers, and any other required documents.
SECTION 8.03 Responsible for maintaining and storing all football player/cheerleader documents and shall maintain adequate security around sensitive information.
SECTION 8.04 Shall arrange annual sports physicals and ensure all players have completed his/her annual sports physical examination.
SECTION 8.05 Responsible for submitting an accurate roster list for all teams to coaches and for the game day program.
SECTION 8.06 The Registrar shall coordinate and perform all mailings to students including in-school announcements.
SECTION 8.07 Responsible for the coordination, implementation, completion and collection of funds for all fundraising activities.
SECTION 8.08 Responsible for facilitating the Sponsorship program including management of sponsor signs and thank you letters.
SECTION 8.09 Shall organize and coordinate an annual Raffle for all divisions of play to participate in.
SECTION 8.10 Shall organize and coordinate all fundraising activities during home games.
SECTION 8.11 The Volunteer Committee Director is responsible for coordinating all game day parent volunteer help.
SECTION 8.12 Shall coordinate volunteer help for all other Matsu Seahawks sanctioned events.
SECTION 8.13 Recommended to identify a Head Volunteer (“Team Mom”) for all divisions of play to help coordinate volunteers for each team.
SECTION 9.01 The Secretary shall record the minutes of all Board meetings.
SECTION 9.02 The Secretary shall keep a complete contact list of all voting members including a register of the post office address for each member.
SECTION 9.03 The Secretary shall maintain a permanent set of Board minutes, Corporate Charter and Corporate Bylaws.
SECTION 9.04 The Secretary shall be responsible for notifying all Board members of any upcoming scheduled or unscheduled meetings.
SECTION 9.05 The Secretary shall be the custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents.
SECTION 10.01 The Treasurer shall collect all registration fees and all other monies derived from the activities of the Program and have charge of all money of the Program.
SECTION 10.02 The Treasurer shall keep a detailed account of income and expenditures of the Program.
SECTION 10.03 The Treasurer shall pay all bills properly passed upon and approved by the President or the Board, where applicable ($100+ by President; $1,000+ by Board).
SECTION 10.04 The Treasurer shall submit a written financial report at each meeting detailing total funds collected, dispersed and available for future use.
SECTION 10.05 The Treasurer shall submit a detailed annual financial report, audited by the Auditing Committee prior to the January meeting of each year. The fiscal year shall run from January 1 through December 31. This annual financial report shall be submitted to and reviewed by the Board in detail.
SECTION 10.06 The Treasurer shall prepare and file a Form 990 or 990EZ each year with the Internal Revenue Service.
SECTION 10.07 Along with the President, responsible for proposing an annual budget for the Board to approve during the January meeting.
SECTION 11.01 Responsible for maintaining the Program’s safety policy.
SECTION 11.02 Shall present a player safety update during each regularly scheduled Board meeting.
SECTION 11.03 Along with the President, reviews all injury and incident reports. In the event of a major injury, must clear players to participate in football and football related activities based on doctor’s permission to play notice.
SECTION 11.04 Responsible for ensuring all football and cheer teams have a fully supplied medical kit. Shall ensure medical supplies are restocked on a weekly basis during the season.
SECTION 11.05 Shall conduct a player safety and safety procedure meeting with all coaches on an annual basis during the pre-season coaches meeting.
SECTION 11.06 Shall attend all coaches meetings as scheduled by the Football director.
SECTION 11.07 The Equipment Manager is responsible for the ordering, inventory, storing and distribution of all football and cheerleading related gear and uniforms.
SECTION 11.08 Responsible for the care, maintenance and ordering of training equipment.
SECTION 11.09 Shall have full charge of all equipment and uniforms of the Program.
SECTION 11.10 Responsible to make sure that each team is properly equipped and uniformed throughout the season.
SECTION 11.11 Shall submit a list of equipment needed for the upcoming playing season to the President in December for inclusion in the annual budget proposal.
SECTION 11.12 Responsible for collecting all equipment at the end of each season for inventory purposes.
SECTION 11.13 Responsible for maintaining the storage facility including annual payment, proper access and security.
SECTION 11.14 Shall ensure facilities are clear of potential hazardous and/or dangerous obstacles that could potentially harm and/or injure a player during the course of play.
SECTION 11.15 Shall be responsible for the preparation and maintenance of the home game field for all home games during the season.
SECTION 12.2 Responsible for adding photos to all website for Matsu Seahawks
SECTION 13.01 Responsible for appointing qualified coaches and for ensuring background checks are performed annually. Responsible for training flag football coaches on the Pee-Wee Program rules and recommended fundamentals to be developed.
SECTION 13.02 Responsible for assigning flag football participants on teams; shall attempt to split teams as fairly as possible.
SECTION 13.03 Responsible for distributing flag football equipment to coaches and ensuring all equipment is returned at the end of the season.
SECTION 13.04 Will establish the game schedule for the season and shall schedule the head official for all games. Responsible for ensuring the head official is trained on the rules of the game.
SECTION 13.05 Will prepare the field and oversee all games.
SECTION 13.06 Shall coordinate end-of-season awards for all Pee-Wee Program participants.
SECTION 14.01 Responsible for all cheerleading activities including cheer clinics, cheer instruction, and cheer competitions (if any).
SECTION 14.02 Responsible for ordering uniforms and supplies as needed and keeping a complete inventory of all cheer equipment.
SECTION 14.03 Will identify and present the cheer coaching staff to the Board for approval.
SECTION 14.04 Will handle the scheduling of cheer coaching staff and practices.
SECTION 14.05 Will present all pertinent concerns/issues of the cheerleading program to the Board.
SECTION 15.01 Election of an officer or member at-large shall not of itself create contract rights and such appointment shall be terminable at will.
SECTION 15.02 Any officer or member at-large is subject to dismissal from the program by the Commissioner or the Corporate Board of Directors if, in its opinion, that person fails to comply with the Bylaws for Matsu Seahawks and such actions are found to be detrimental to the best interest of Matsu Seahawks.
SECTION 15.04 The Corporate Board of Directors must meet in full session in order to remove any member from active Board service. Dismissal will require a simple majority vote of the Corporate Board of Directors.
SECTION 15.05 Any officer or member at-large to be removed from the Board will not be allowed to participate on the Board in any fashion or function for a period of time not less than four (4) years in length from the date of termination from the Board.
SECTION 15.06 Any voting member absenting himself/herself from three (3) consecutive meetings during the year, without just cause, may have his/her office declared vacant by simple majority vote by the Corporate Board of Directors. All non-voting board members are strongly encourage to attend all board meetings – but are required to attend 50% of monthly board meetings.
SECTION 15.07 A resignation from the Board must be presented to the President and the President shall notify the Board of such resignation by the next meeting. The Board will decide when to place the vacancy open for nominations and voting, but no later than the next annual meeting.
SECTION 16.03 The date, time and place of the meetings are to be published on the Program’s website at least one week prior to the meeting.
SECTION 16.04 The President will set the agenda which shall be made public at least two (2) days prior to the meeting. The agenda is always subject to change.
SECTION 16.05 The order of business of all Matsu Seahawks meetings shall be:
SECTION 16.06 A minimum of three (3) officers of the Corporate Board of Directors shall constitute a quorum at all meetings.
SECTION 16.07 In case of doubt as to procedure at any meeting of the Association, CLIFF’S RULES OF ORDER shall govern.
SECTION 17.01 All coaches must successfully pass a background check to be allowed to coach in any capacity with the Program.
SECTION 17.02 Football and cheerleading coaches shall be evaluated by the President and Vice President at the end of the season. Coaching appointments for the following season will depend on the prior season’s evaluations.
SECTION 17.04 Upon receiving commitments from returning coaches in good-standing, all open coaching positions shall be posted on the Matsu Seahawks website and emailed to all Program members no later than May 31st, or at the end of the registration period of each year.
SECTION 17.05 Any person(s) interested in filing an open football or cheerleading coaching position or changing division of play must complete the Matsu Seahawks coaching application and submit it to the Vice President prior to June 1st. Final coaching selections must be approved by the Board during the June meeting.
SECTION 17.06 It is the responsibility of the head coach to appoint his/her assistant coaching staff. Assistant coaching appointments do not require approval by the Board. All assistant coaches and/or parent volunteers will not be allowed to be on the field during practices or games without successfully passing a background check and all paperwork turned in.
SECTION 17.07 Each team’s head coach is encouraged to attend the monthly Matsu Seahawks Board meetings during the season but does not have voting rights. Upon request from the Board, coaches are required to attend any regular or special meeting of the Board.
SECTION 18.01 Player registration shall be held on an annual basis by, no later than, the second weekend in June.
SECTION 18.02 Participant fees shall be determined by the Board on an annual basis. Hardship cases shall be presented to the Board for consideration.
SECTION 18.03 Players registering after June 1 will be assessed a late fee as determined by the Board on an annual basis and shall not exceed double the participation fee.
SECTION 19.01 Players shall conduct themselves in a sportsman-like manner at all times. Players shall not use foul and abusive language.
SECTION 19.02 Players cautioned and/or sent off the football field shall be subject to disciplinary action as deemed appropriate by the Corporate Board.
SECTION 19.03 All coaches must fill out a background consent form each season and submit to the Team Coordinator prior to the start of the season or they will not be allowed to coach.
SECTION 19.04 Coaches shall at all times conduct themselves in a sportsman-like manner.
SECTION 19.05 Coaches shall not have or be under the use and/or influence of tobacco products, alcoholic beverages, or illegal narcotics while at the game or at practice.
SECTION 19.06 Coaches shall abide by the Bylaws and Rules of the Program.
SECTION 19.07 Coaches sent off the football field and/or cautioned during a game for misconduct shall be subject to disciplinary action as deemed appropriate by the Board.
SECTION 20.01 PURPOSE. The purpose of the conflict of interest policy is to protect Matsu Seahawks interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the Program or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations.
SECTION 20.02 INTERESTED PERSON. Any director, principal officer or member with governing board delegated powers, who has a direct or indirect financial interest, as defined in SECTION 26.03, is an Interested Person.
SECTION 20.03 A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which Matsu Seahawks has a transaction or arrangement, (b) A compensation arrangement with Matsu Seahawks or with any entity or individual with which MYF, Inc. has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Matsu Seahawks is negotiating a transaction or arrangement.
SUBSECTION A. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under SECTION 26.05, a person who has a financial interest may have a conflict of interest only if the Corporate Board of Directors decides that a conflict of interest exists.
SECTION 20.04 DUTY TO DISCLOSE. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board considering the proposed transactions.
SECTION 20.05 DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
SECTION 20.06 PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
SUBSECTION A. An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
SUBSECTION B. The President of the Board shall, if appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement.
SUBSECTION C. After exercising due diligence, the Board shall determine whether Matsu Seahawks can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
SUBSECTION D. If a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the Governing Board shall determine by a majority vote of the disinterested officers and members whether the transaction or arrangement is in MYF, Inc. best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
SECTION 20.07 VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY. If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 20.08 RECORDS OF THE PROCEEDINGS. The minutes of the Governing Board shall contain:
SUBSECTION A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest is present, and the Board’s decision as to whether a conflict of interest in fact exists.
SUBSECTION B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
SECTION 20.09 COMPENSATION. All officers and members of Matsu Seahawks are strictly volunteer, non-salaried people not compensated in any way. This rule will be in effect as long as MATSU SEAHAWKS is in existence.
SECTION 26.10 ANNUAL STATEMENTS. Each director, principal officer and member at-large shall annually sign a statement which affirms such person: (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy, (c) has agreed to comply with the policy, and (d) understands Matsu Seahawks, is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
SECTION 20.11 PERIODIC REVIEWS. To ensure that Matsu Seahawks operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, period reviews shall be conducted. The periodic reviews shall, at a minimum, determine whether partnerships, joint ventures, and arrangements with management organizations conform to Matsu Seahawks written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction. Pop Warner (Independent Reviewer)
SECTION 20.12 USE OF OUTSIDE EXPERTS. When conducting the periodic reviews as provided for in Section 20.11 Matsu Seahawks, may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
SECTION 21.01 The Board may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 21.02 No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
SECTION 21.03 All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
SECTION 21.04 All funds of the Corporation not otherwise employed shall be deposited from time to time to the Pop Warner Matsu Seahawks account.
SECTION 22.01 REVIEW OF BYLAWS: The Matsu Seahawks Bylaws shall be reviewed on an annual basis. These Bylaws may be altered, amended or repealed and new Bylaws adopted when necessary by a two-thirds majority of the Board.
SECTION 22.02 FISCAL YEAR: The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
SECTION 22.03 SINGLE TRANSACTION LIMITS & DELEGATION OF AUTHORITIES: All financial transactions exceeding $1,000 require Board approval by simple majority in advance of the purchase.
SECTION 22.04 PLAYER FEE REFUNDS: No refunds will be considered after the first game day. Should any football player or cheerleader be issued a uniform and participate prior to the first game day, 50% of the registration fee will be refunded.
SECTION 22.06 SPLITTING TEAMS IN SAME DIVISION: If any team in a division has 38 or more players registered by June 1, the team shall be split into two teams. With a team of 40 players the team will need to have an adequate number of coaches determined by the Board. The process for splitting the teams shall be as follows:
SECTION 22.07 SCRIMMAGES: Requests for scrimmages must be approved by the President and the Vice President prior to the event. According to Jack Pine bylaws, scrimmages with teams outside of the league must be approved by the league in advance. Scrimmaging other Pop Warner teams outside the team’s own division is strictly prohibited in all cases.
SECTION 22.08 WAIVERS: A medical release waiver and a media release waiver are required to be signed for a player/cheerleader to participate in Matsu Seahawks activities including practices.
SECTION 22.09 NONDISCRIMINATION POLICY: Matsu Seahawks Youth Football, Incorporated is an equal opportunity/affirmative action organization. It is our policy to accept and promote all persons without regard to race, religion, color, gender, age, national origin, weight or disability in accordance with Federal and State laws and regulations. The Matsu Seahawks Vice-President has been designated to handle inquiries regarding our non-discrimination policy.
SECTION 23.01 The Corporation shall indemnify its directors, officers and members as follows:
SUBSECTION A. Every director, officer, or member of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of them being or having been a director, officer, member or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, member or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not they is a director, officer, member or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or member is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Governing Board approves such settlement and reimbursement as being for the best interests of the Corporation.
SUBSECTION B. The Corporation shall provide to any person who is or was a director, officer, member, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, member or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.
SUBSECTION C. The Board may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this ARTICLE 24.
SECTION 24.01 Unless otherwise provided by law, whenever any notice is required to be given to any officer and/or member at-large of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, as waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
SECTION 25.01 Dissolution of the League and distribution of remaining assets will be conducted by a vote of the Corporate Board of Directors.
The above Bylaws were approved and adopted by the Corporate Board of Directors of the Corporation on the _________________ day of ____________________, 20_____.
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Clifford Bennett
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