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Bylaws

BY - LAWS OF

 

SAUK PRAIRIE YOUTH HOCKEY ASSOCIATION, INC.

 

ARTICLE I

 

General

 

Section 1.  Purpose of Corporation. 

 

The purpose of this Corporation shall be as set forth in the Articles of Incorporation of the Corporation.  These By - Laws specify various matters affecting the operations and governance of the Corporation.  To declare the purpose more fully, we exist to work toward the development of a complete and stable youth hockey program.  The complete program should allow all individuals to participate at some level.  The stability is derived by the Association's establishment of reasonable disciplinary standards for players, coaches, and fans.  The display of personal respect and courtesy among all persons involved must always be maintained.  Our goal is an acceptable, wholesome, sportsmanlike atmosphere.

 

Three basic concepts form the foundation of our program.  In order of priority they are:

 

1.   Fun and Recreation.  This is of first importance.  Our mutual youth hockey program exists to provide a safe enjoyable experience for participants.  If a player is having a good time, interest in a sport will deepen and develop.  Fun and interest combine to create a learning environment.

 

2.   Learning.  Learning becomes the logical extension of a safe enjoyable experience.  We exist to encourage coaches, officials, and players to commit themselves to expand and widen the ability level.

 

3.   Competition.  Emphasis on competition is realistic and meaningful.  Competition tests the ability level and challenges players and coaches to improve.  We exist to provide opportunities of safe, controlled competition leading to respect of other's abilities, the joy of participation, and the victory of improving one's skills.

 

Overemphasis of competition is a negative experience we seek to avoid.  "To win at all costs" creates an atmosphere of hostility toward opposing players and coaches, and a disregarding of regulations which exist for the safety of players.

 

Section 2.  Solicitation and Receipt of Gifts. 

 

The corporation shall seek gifts, contributions, donations and bequests (herein generally called "gifts") for its purposes.  While the Corporation specifically encourages unrestricted gifts whose principal and/or income therefrom may be used for the Corporation's purposes in the discretion of the Board of Directors of this Corporation, the Board of Directors will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Board of Directors to be acceptable or otherwise conforms with these By - Laws and any other guidelines established by the Board of Directors for such restricted gifts.

 

ARTICLE II

 

Members

 

Section 1.  Classes. 

 

There shall be one class of members.

 

Section 2.  Selection of Members. 

 

Membership shall include parent(s), legal guardians(s), and/or foster parent(s) of youth participating in the Sauk Prairie Youth Hockey Association, Inc. (SPYHA), subject to requirements set forth by the Board of Directors regarding fees, completion of application, policy and indemnity forms and agreements.

 

Past members of SPYHA, persons with interest in hockey, parents of high school players, and coaches of the SPYHA programs, provided they meet all other requirements set forth by the By - Laws and policies of the SPYHA, are eligible for membership.

 

Section 3.  Responsibilities and Voting Rights of Members.

 

(a)  Members shall have general voting rights on any matter except as specifically set forth herein.

 

(b)  Any voting rights specified herein shall be exercised only by the members acting as a whole, except as otherwise specifically provided.  Each member shall be entitled to one vote on any matter submitted to a vote of the members.

 

Section 4.  Method of Voting: Proxies. 

 

There will be no proxy.

 

Section 5.  Meetings.

 

(a)  Annual Meeting.  An annual meeting of the members shall be held during the months of March or April of each year.  Failure to hold the annual meeting shall not work a forfeiture or dissolution of the Corporation.

 

(b)  Special Meetings.  Special meetings of the members may be called by the President, the Board of Directors, or one-twentieth of the votes of members entitled to be cast at such meeting or by such other officers or such other proportion of members as may be provided in the Articles of Incorporation or these By - Laws.

 

Section 6.  Place of Meetings. 

 

Meetings of the members may be held at any place within or without Wisconsin.

 

Section 7.  Notices. 

 

Notices of any meeting of the members of the Corporation, in each case specifying the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which it is called, shall be given to each member by delivering notice, orally or in writing, not more than 50 days prior to the date of a meeting but at least 3 days before the set time for such a meeting or, if notification is by mail, by mailing such notice at least five days before the time set for such meeting, unless a different time shall be prescribed for a particular action by chapter 181 of the Wisconsin Statutes.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the member at his/her address as it appears on the records of the Corporation.

 

Section 8.  Waiver and Notice. 

 

The transactions of any meeting of the members of the Corporation, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by the member or members entitled there to.  Such waiver shall contain the same information as would have been required to be included in such notice, except that the time and place of the meeting need not be stated.  All such waivers shall be filed with and made part of the minutes of the meeting.

 

Section 9.  Action Without Meeting. 

 

Any action which may be taken at a meeting of the members may be taken without a meeting if all the members shall individually or collectively consent in writing to such action.  Such as the unanimous vote of the members.

 

Section 10.  Quorum; Action. 

 

Ten percent (10%) of the number of members shall constitute a quorum for the transaction of business.  Every act or decision done or made by a majority of the members present at a duly held meeting at which a quorum is present shall be the act or decision of the members, unless the law, the Articles of Incorporation of the Corporation or these By-Laws require a greater proportion.

 

Section 11.  Adjournment. 

 

Any meeting of the members, whether annual or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members present.  Notice of the time and place of an adjourned meeting need not be given to absent members if said time and place are fixed at the meeting adjourned.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

 

Section 12.  Transfers; Termination; Expulsion. 

 

No member may transfer membership or any right or rights arising therefrom unless transfer is authorized by these By - Laws.  Unless otherwise provided in the Articles of Incorporation, membership shall be terminated by death, voluntary withdrawal, or expulsion, and thereafter all the rights of the member in the Corporation shall cease.  A member may be expelled by an affirmative vote of two-thirds of the Directors.

 

Section 13.  Dues. 

 

The membership dues structure shall be as determined by the Board of Directors.

 

Section 14.  Organization. 

 

The President of the Corporation, or in the absence of the President, the Vice President or a chairperson chosen by a majority of the members present, shall act as chair at every meeting of the members.  The Secretary of the Corporation, or in the absence of the Secretary any person appointed by the chair of the meeting, shall act as Secretary of the meeting.

 

ARTICLE III

 

Directors

Section 1.  Powers.

 

Subject to the limitations of the Articles of Incorporation of the Corporation, these By - Laws and the laws of the State of Wisconsin, the affairs of the Corporation shall be managed by the Board of Directors.

 

Section 2.  Number; Election; Term.

 

The number of Directors of this Corporation shall be no less than three (3) nor greater than eleven (11).  Each of these eleven positions available shall hold office for a term of two (2) years; or until such Director's death, resignation, or removal.  All Directors may be re-elected for more than one term in office.  The Directors need not have a child active in the hockey program and need not be residents of the State of Wisconsin.

The eleven (11) General Directors shall be elected by a majority vote of the members at the Annual Meeting. 

 

Section 3.  Resignation.

 

A Director may resign at any time by giving written notice to the Secretary of the Corporation, who shall advise the Board of Directors of such resignation.  Such resignation shall take effect at the time specified therein, or if no time is specified, then upon receipt of the resignation by the Secretary of the Corporation, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

 

Section 4.  Removal.

 

Any individual Director may be removed from office, with cause or for any reason provided in the Articles of Incorporation or the By - Laws, by the action of two-thirds (2/3rds) of the Directors of the Corporation present in person at a duly constituted meeting.

 

Section 5.  Vacancies.

 

A vacancy or vacancies in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, may be filled by a vote of a majority of the Directors then in office, even though less than a quorum.  Each Director so elected shall hold office for the unexpired portion of the term such Director was elected and qualified, or until such Director's death, resignation, or removal.

 

Section 6.  Meetings.

 

(a)  Annual Meeting.  A regular meeting of the Board of Directors shall be held each year during the months of March or April, at such time or place as may be designated by the President of the Corporation, or by any Vice President if the President is unable to act, for the election of officers and the transactions of such other business as may properly come before the meeting.  In the event of failure, through oversight or otherwise, to hold the annual meeting of the Directors in any year during the months herein provided therefore, the meeting, upon waiver of notice or upon due notice, may be held at a later date, and any election had or business transacted at such meeting shall be as valid and effectual as if had or transacted at the annual meeting during the months herein provided.

 

(b)  Other Regular Meetings.  Other regular meetings of the Board of Directors of the Corporation may be held with or without notice at such regularly recurring time and place as the Board of Directors may designate.

 

(c)  Special Meetings.  Special meetings of the Board of Directors for any purpose shall be held whenever called by the President of the Corporation, or if the President is absent or is unable or refuses to act, by any Vice President, or by the majority of the Directors.

 

 

Section 7.  Notices.

 

With the exception of regular meetings, as set forth in secton 6 (b) above of this Article, notice of any meeting of the Board of Directors, in each case specifying the place, date, and hour of the meeting, shall be given to each Director by delivering notice, orally or in writing, not more than thirty (30) days prior to the date of the meeting, but at least one (1) day before the time set for such meeting, or if notification is by mail, by mailing such notice at least seventy-two (72) hours before the time set for such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the Director at the Directors address as it appears on the records of Corporation.  Neither the business to be transacted at, nor the purpose, of any meeting of the Board of Directors need be specified in the notice or waiver of such notice of such meeting.

 

Section 8.  Waiver of Notice.

 

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice is included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting and (b) each Director present at the meeting who objected thereat to the transaction of any business because the meeting was not lawfully called or convened.  All such waivers shall be filed with and made a part of the minutes of the meeting.

 

Section 9.  Action Without Meeting.

 

Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all the Directors shall consent in writing to such action.  Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.

 

Section 10.  Quorum.

 

A majority of the number of serving Directors fixed pursuant to the Articles of Incorporation or these By - Laws shall constitute a quorum for the transaction of business.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors, unless the act of a greater proportion is required by law, the Articles of Incorporation, or these By - Laws.

 

Section 11.  Adjournment.

 

Any meeting of the Board of Directors, whether regular or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors present.  Notice of the time and place of the meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

 

Section 12.  Organization.

 

The President of the Corporation, or in the absence of the President, the Vice President or a chairperson chosen by a majority of the Directors present, shall act as a chair at every meeting of the Board of Directors.  The Secretary of the Corporation, or in the absence of the Secretary, any person appointed by the chair of the meeting, shall act as Secretary of the meeting.

 

Section 13.  Compensation.

 

None of the Directors shall be entitled to receive compensation for his or her services as Director.  Upon resolution of the Board of Directors, any Director may receive reimbursement of expense for fulfilling his or her duties as Director hereunder.  Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity, or receiving reasonable compensation or reimbursement of expenses therefore.

 

Section 14. Committees.

 

(a)  Standing or Temporary Advisory Committees Without Board Authority.  The Board of Directors or the President may authorize, and appoint or remove members of the Board of Directors, of standing and/or temporary committees to consider appropriate matters, make reports to the president and/or temporary committees, and members thereof, shall be recorded in the minutes of the Board of Directors.

 

(b)  Executive or Other Committees With Limited Board Authority.   The Board of Directors may by appropriate resolution designate one or more committees, each of which shall consist of three (3) or more Directors elected by the Board of Directors, which to the extent provided in said resolutions or in these By - Laws, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the Corporation, except action with respect to the election of officers and the formation of and the filling of vacancies in committees with limited Board authority pursuant to this subsection.  The Board of Directors may elect one or more Directors or alternate members of any such committee, who may take the place of any absent committee member or members at any meeting of such committee.  The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon the Board of Directors or any individual Director by law.

 

Section 15.  Director Conflicts of Interest.

 

No contract or other transaction between this Corporation and one or more of it's Directors or any other corporation, firm, association, or entity in which one or more of it's Directors are Directors or Officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee  which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (2) the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (3) the contract or transaction is fair and reasonable to the Corporation.  Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

 

ARTICLE IV

 

Officers

 

Section 1.  Officers.

 

The Corporation shall have a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers or assistant officers as the Directors may from time to time elect.  Any two (2) or more of the said offices may be held by the same person, except that the offices of President, and Secretary and the offices President, and Vice President may not be held by the same person.

 

Section 2.  Election.

 

The Officers of the Corporation shall be chosen annually by the Board of Directors at it's annual meeting, and each officer shall hold office until such officer's successor shall have been duly elected and qualified, or until such successor's death, resignation or removal.  Election or appointment as an officer shall not of itself create contract rights.

 

Section 3.  Resignation.

 

Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if time is not specified, then upon receipt of the resignation by the Secretary or the Board of Directors as the case may be, and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

 

Section 4.  Removal.

 

Any officer may be removed from office by the action of the Board of Directors, whenever in their judgment the best interest of the Corporation will be served thereby, without prejudice to the contract rights, if any, of the officer so removed.

 

 

Section 5. Vacancies.

 

A vacancy occurring in any office, for any reason, may be filled for the unexpired portion of the term of said office by the Board of Directors.

 

Section 6.  President.

 

The President shall be the chief administrative officer of the Corporation and shall have such duties, responsibilities and powers as may be necessary to carry out the directions and policies of the Board of Directors or prescribed in these By - Laws or otherwise delegated by the Board of Directors and shall at all times be subject to the policies, control and directions of the Board of Directors.  The President may sign and execute, in the name of the Corporation, any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Board of Directors, except when the signing and execution thereof shall have been expressly delegated by the Board of Directors or by these By - Laws to some other officer or agent of the Corporation; provided, that neither the President nor any other officer may sign any deed or instrument of conveyance or endorse any security or execute checks, drafts, or other orders for payment of money, notes, acceptances, or other evidence of indebtedness without the specific authority of the Board of Directors pursuant to Article V below of these By - Laws dealing with such matters.  The President shall, whenever it may in the President's opinion be necessary, prescribe the duties of other officers and employees, in a manner not inconsistent with the provisions of these By - Laws and the directions of the Board of Directors.

 

Section 7.  Vice President.

 

In the absence or disability of the President, the Vice President shall perform the duties of the President, and when acting, shall have all powers of, and be subject to all the restrictions on, the President.  If at any such time the Corporation has more than one Vice President in order of their rank as fixed by the Board of Directors, or if they are not so ranked, to the Vice President designated by the Board of Directors.  The Vice President shall have such other powers and perform such other duties as may be prescribed for them from time to time by the Board of Directors, or these By - Laws.

 

Section 8.  Secretary. The Secretary shall:

 

(a)  Certify and keep at the principal office of the Corporation the original or a copy of it's Articles of Incorporation and By - Laws, as amended or otherwise altered to date.

 

(b)  Keep at the principal office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all the meetings of the members of the Corporation, The Board of Directors and committees thereof, with the time and place of holding, whether regular or special and if special, how authorized, the notice thereof given, and the names of those present at the meetings.

 

(c)  See that all notices are duly given in accordance with the provisions of these By - Laws or as required by law.

 

(d)  Be custodian of the records and of the seal of the Corporation, if any, and see that it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents the execution of which on behalf of the Corporation under it's seal is duly authorized in accordance with the provisions of these By - Laws.

 

(e)  See that the books, reports, statements and all other documents and records required by law are properly kept and filed.

 

(f)   Exhibit for inspection upon request the relevant books and records of the Corporation to any member for any proper purpose at any reasonable time.

 

(g)  In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned by the Board of Directors.

 

(h)  The principal office of the Corporation may be located within the pages of a URL address.

 

Section 9.  Treasurer.

 

The Treasurer shall perform or have performed under the Boards or Presidents direction the following functions:

 

(a)  Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors.

 

(b)  Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus.

 

(c)  Exhibit for inspection upon request the relevant books and records of the Corporation to any member for any proper purpose at any reasonable time.

 

(d)  Render interim statements of the condition of the finances of the Corporation to the Board of Directors upon request, and render a full financial report at the annual meeting of the Board of Directors, and if there are members, at the annual meeting of members.

 

(e)  Receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever.

 

(f)   In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors.

 

Section 10.  Compensation.

 

None of the officers shall be entitled to receive compensation for his or her services as an officer of the Corporation.  Upon resolution of the Board of Directors, any officer may receive reimbursement of expenses for fulfilling his or her duties as officers hereunder.  Nothing therein contained shall be construed to preclude any officer from serving the Corporation in any other capacity, or receiving reasonable compensation or reimbursement of expenses therefore.

 

ARICLE V

 

Instruments:  Bank Accounts; Checks and Drafts; Loans; Securities

 

 

Section 1.  Execution of Instruments.

 

Except as these By - Laws otherwise provide, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.  Except as so authorized, or as in these By - Laws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge it's credit or to render it liable for any purpose in any amount.

 

Section 2.  Bank Accounts.

 

The Board of Directors from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositaries as may be selected by the Board or by any officer or officers, agent or agents to the Corporation whom such power may be delegated from time to time by the Board of Directors.  The Board of Directors may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these By - Laws, as the Board may deem expedient.

 

Section 3.  Checks and Drafts.

 

All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of it's Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined from time to time by resolution of the Board of Directors.  Endorsements for deposit to the credit of the corporation in any of it's duly authorized depositaries may be made without countersignature, by the President or any Vice President, or the Treasurer or any Assistant Treasurer, or any officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand - stamped impression in the name of the Corporation.

 

Section 4.  Loans.

 

No loans shall be contracted on behalf of the Corporation and evidence of indebtedness shall be issued in it's name unless authorized by or under the authority of a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.  No loans may be made to any officer or Director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made as determined by the Board of Directors.

 

ARTICLE VI

 

Miscellaneous

 

Section 1.  Fiscal Year.

 

The fiscal year of the Corporation shall end on March 31, or on such date as shall be established by the Board of Directors.

 

Section 2.  Corporate Seal.

 

The seal of the Corporation, if one is adopted by the Board of Directors of the Corporation, shall contain the name of the Corporation and the word Wisconsin.

 

ARTICLE VII

 

Section 1.  Action Not in Name of the Corporation.

 

The Corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, officer, member, employee or agent of the Corporation or is or was serving at the request of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, member, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or it's equivalent, shall not of itself, create a presumption that the person did not act in good faith and in manners which the  person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

 

Section 2.  Action in the Name of the Corporation.

 

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in it's favor by reason of the fact that such person is or was a Director, officer, member, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit of such person acted in good faith and in manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

 

Section 3.  Successful Defense.

 

To the extent that a Director, officer, member, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection therewith.

 

Section 4.  Authorizations of Indemnification Under Sections 1 or 2.

 

Any indemnification under Section one or two, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, member, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section one or two.  Such determination shall be made:

 

(a)  By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or

 

(b)  If such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

 

Section 5.  Advances for Expenses.

 

Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance to the final disposition of such action, suit or proceeding as authorized in the manner provided in Section four upon receipt of an undertaking by or on behalf of the Director, officer, member, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Section.

 

Section 6.  Non - Exclusive.

 

The indemnification provided by this article shall not be deemed exclusive for any other rights to which those indemnified may be entitled under any By - Laws, agreement, vote of disinterested Directors or otherwise, both as to action in any such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, member, employee or agent and shall inure to the benefit of the heirs, executers, and administrators to such a person.

 

Section 7.  Insurance.

 

The Corporation may, upon resolution of it's Board of Directors duly adopted, purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Member, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this provision of the Corporation's By - Laws.

 

ARTICLE VIII

 

Amendment

 

These By - Laws may be amended in the following manner:

 

(1)      By an affirmative vote of a majority of the Directors at a duly constituted meeting of the Board of Directors; or,

 

  1. By an affirmative vote of a majority of the members present in person at a duly constituted meeting; provided that a statement of the notice of this proposed amendment is given to each member entitled to receive notice, pursuant to Article I, Section seven.

 

AMENDMENTS:

 

1.        Only one person per family/household may hold a seat on the Board whether elected or appointed.  (Effective March 10, 2004)


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