BY-LAWS
UE TIGERS WRESTLING CLUB INC
2025
ARTICLE I
NAME OF ORGANIZATION
• The name of the corporation is:
UE Tigers Wrestling Club, Inc.
ARTICLE II
CORPORATE PURPOSE
Section 1. Nonprofit Purpose
• This corporation is organized exclusively for a wrestling youth club, of school age children, located in Endicott, NY, and shall hold practices at Union-Endicott High School when possible. Children must be 5 years of age by December 1st of the current year. *
*Exceptions may be made at the discretion of the coach.
Section 2. Specific Purpose
• UE Tigers Wrestling Club, Inc. shall promote the sport of wrestling in general and specifically promote the sport within the Union-Endicott School District, and shall take the form of practices, team competition, coaching, training, tournament competition, and officiating. All forms of wrestling shall be recognized; however, team and individual competition shall primarily concentrate on Folkstyle in the Winter (Boys & Pee Wee), Freestyle in the Winter (Varsity Girls), and may concentrate on Folkstyle, Freestyle and/or Greco-Roman in the Spring and Summer (Boys & Girls K-12) based on available funds.
The specific objectives and purpose of this organization shall be the following:
i. Educational: The UE Tigers Wrestling Club, Inc provides training that is not otherwise offered by the Union-Endicott School District for grades K-6. There is not an organized wrestling program for athletes below the 7th grade offered through the UE Central School District. Coaches provide the Pee Wee wrestlers training up to five times a week for up to two hours each
session. Additionally, they provide coaching at wrestling tournaments
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throughout the year. Clinics and scrimmages are arranged monthly during the wrestling season. The Union-Endicott School District does not provide training in Folkstyle, Freestyle and Greco-Roman wrestling for grades K 6. Coaches Provide training in Folkstyle, Freestyle and/or Greco-Roman wrestling up to three times a week for up to three hours each session in the summer(K-12). Competitions are arranged with other clubs in the area and coaching is provided to help increase the wrestler’s knowledge and skill. The wrestling club also assists in the costs associated with attending wrestling camps and/or clinics based on available funds.
a. The UE Tigers Wrestling Club, Inc is committed to a higher education of their wrestlers. To that end, each UE high school wrestler who participates for four years at the Junior Varsity/Varsity levels are eligible to receive a scholarship in a maximum amount of $500 with the total amount of $3000 (per academic year) to be available for use in the award of the scholarship from the Wrestling Club in order to pursue higher education, Military service or entering a trade
immediately following graduation. Applications are submitted through the Union-Endicott High School Guidance Office, who ensure the additional criteria for scholarship awards relate to character, and education requirements are met. All eligible graduating Seniors will receive ONE scholarship for up to $500 from the Union-Endicott Wrestling Club.
ii. Prevention of Juvenile Delinquency: The UE Tigers Wrestling Club Inc, provides wholesome athletic activities intended to combat juvenile delinquency. The Wrestling Club, in conjunction with our educational goals, works to prevent juvenile delinquency by providing a positive alternative. The Wrestling Club organizes and sponsors wrestling tournaments, i.e., the Pee Wee Tournament/Duals, and JV/Varsity, including Girls. The Wrestling Club also provides uniforms for Pee Wees, pays entry fees for each wrestler at the discretion of the board based on available funds, and pays for one-half of reasonable hotel fees, at the discretion of the Board of Directors, if funds are available when the tournaments are a significant distance away, which will allow many to attend who would otherwise be excluded. The children are provided with positive role models by the coaching staff.
iii. Lessening the Burden of Government: The UE Tigers Wrestling Club Inc, supplements services provided by the Union-Endicott School District in the following manner: The Wrestling Club pays for the meals of Varsity, Junior Varsity, and Modified wrestlers when they travel to out-of-town matches or
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tournaments during the season. The costs of tournaments, travel, and equipment not covered by the school are paid for by the Wrestling Club. The Wrestling Club additionally provides training and coaching that is not otherwise provided by the school district outside of regular scheduled season, thus reducing the cost of maintaining the program within the school system, at the discretion of the Wrestling Club board members.
Article III
By-Laws
Section 1. General Powers
• The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
o Board of Directors consists of the following:
▪ President
▪ Vice-President
▪ Secretary
▪ Treasurer
o Delegates consist of the following: *
▪ Pee Wee Representative
▪ Modified Representative
▪ JV/Varsity Representative
▪ Social Media Representative
▪ Coaches
*Delegated members are subject to change as outlined in this Article Section 8
Section 2. Number, Tenure, Requirements and Qualifications
• The number of Directors shall be fixed from time-to-time by the Directors and Delegates but shall consist of no less than three (3) and no more than fifteen (15) including, but not limited to, the President, Vice-President, Secretary, and Treasurer. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. No meeting involving members of the Board of Directors, Delegates, or Advisory Council shall proceed unless a quorum from the Board of Directors is present, as outlined in Section 6 of this Article.
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• Each member of the Board of Directors shall attend at least (9) monthly meetings of the Board year.
Section 3. Memberships
• Membership shall be open to anyone interested in the sport of wrestling without regard to age, race or sex. Membership of the UE Tigers Wrestling Club Inc indicates the following groups:
i. Pee Wee Wrestlers – CFJ, AGM, TJW, GFJ students up through grade 6 ii. Modified Wrestlers – Jennie F. Snapp students grade 7 & 8
iii. Varsity & JV Wrestlers – Union-Endicott High School students grade 9-12 iv. Freestyle & Greco-Roman Wrestlers – all students
v. Parents / Guardians of Wrestlers in any of the above age group
vi. Others interested in the community who wish to join in supporting our goals Section 4. Dues
• There are some fees or dues to join and belong to or participate in the UE Tigers Wrestling Club Inc. Some of the money received is to cover insurance fees for the Pee Wee program. It is the intent of the UE Tigers Wrestling Club Inc to provide wrestling at minimal cost to the children involved. Participating athletes may be required to provide proof of health insurance, a birth certificate, emergency contact information, and complete a medical proxy for protection of the Wrestling Club and the participating athletes.
i. All full members are required to attend and work at club sponsored activities, especially tournaments, unless excused by the President.
ii. Unexcused absences from events where workers are required may be grounds for loss of voting privileges for one season. Loss of voting privileges will require a majority vote from the Board of Directors and Executive Committee. The athletes may be denied support from the club for failure to work when required.
iii. Club service participation by High School students and/or their parents/guardians is required for the wrestlers to participate in extended season wrestling. Club services may include, but are not limited to, assisting with club activities, practices, and tournaments throughout the season, participating in fundraising events, supporting youth, modified, or high school wrestling matches and tournaments through volunteer work. No less than ONE event will be required each season. The Board of Directors and Executive Committee have the right to waive this requirement for good
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cause. Events and volunteer service by members at these events will be tracked by the delegated respective club representatives.
iv. Website listings are provided free for all club membership categories. The UE Tigers Wrestling Club Inc, web page is maintained by its members. The website can be viewed at www.unionendicottwrestling.org. The
webmaster or news page editor has full power to decide content for club pages, subject to review of the Board of Directors, so long as there is a direct relationship of content for members. The webmaster or new page editor is selected by the Board of Directors and Delegates annually. Maintaining the web site by the webmaster or other web editors is considered community service participation.
Section 5. Fundraising and Distribution of Funds
• Additional funds are a necessary requirement for the club to operate successfully. i. The club shall hold fundraising events such as wrestling tournaments and concessions.
ii. A fundraising dinner shall be held normally near the beginning of the wrestling season.
iii. All fundraising activities must be approved by the Board of Directors and Delegates after being presented.
iv. All members are expected to assist in fundraising activities.
v. Money raised by the Wrestling Club shall help defray the costs of activities. vi. Any expenditure must be approved by the Board of Directors in advance. vii. No individual member shall profit from funds received by the club. No individual member of the Board of Directors, Delegates or Advisory Boards, receives any compensation for their service. A conflict-of-interest policy contained in Article IV of this document has been adopted to further clarify this issue. This is not to be misconstrued to deny the children of board members the benefits available to all Wrestling Club members.
Section 6. Quorum
• Requirements:
o A majority of current members of both the Board of Directors and Delegates must be physically present to conduct official business.
o If fewer than a majority of current members are present, they cannot transact business, but they can adjourn the meeting to a future date without giving notice.
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• Voting Standard:
o If a quorum is present, the majority of those present can make decisions on behalf of the Board.
▪ However, if law or the By-Laws require a greater number threshold must be met.
▪ Attendance must be accurately tracked to ensure quorum is met as outlined in Article VI.
▪ Decisions made without quorum are not valid, except for
adjournment.
Section 7. Forfeiture
Any member of the Board of Directors or Executive Committee who fails to fulfill any of their requirements as set forth in Section 2 of this Article by April 1st shall automatically forfeit their seat on the Board of Directors or Delegates. The Secretary shall notify the Directors in writing that their seat has been declared Vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors or Delegates who are removed for failure to meet any or all the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 17 of this Article in these by-laws.
Section 8. Elections
• Elections for all club officers will be held after the end of the season banquet, but, before May 1st, at a meeting each year by majority vote of all Wrestling Club adults who are eligible.
i. The elected officers of the club shall consist of:
a. President
b. Vice-President
c. Treasurer
d. Secretary
e. Pee Wee Representative
f. Modified Representative
g. Junior Varsity & Varsity Representative (including girls)
h. Social Media Representative
ii. The Board of Directors and Delegates shall encompass all elected officers and all coaches.
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a. Coaches are non-voting members of the Delegates.
iii. The term of office is one year, beginning May 1st and ending April 30th of the following year. Members wishing to hold an office may either volunteer to be nominated for the position or may be nominated by other members. The term of office is renewable.
iv. If an officer can’t hold the office for the completed term the vacancy shall be filled by a special election at the next monthly meeting. Officers elected to fill such vacancies will complete the term of the former incumbent.
v. Any officer resigning a position must do in writing to the President. a. In the event the President is resigning, the President must do so in writing to the remaining members of the Board of Directors. The Vice President will take over President Duties in the interim as outlined in
Section 9 of this Article.
vi. No two members of the Board of Directors related by blood or
marriage/domestic partnership may serve on the Board of Directors at the same time.
vii. Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors and Delegates at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Club Officers and Duties
• All members of the Board of Directors or Delegates have the same general responsibilities supporting the goals of the club and promoting communications and beneficial relationships between wrestlers, parents, community, coaches, and school district. Board and Delegate members should also maintain a notebook as an officer or committee member to assist the club and future officers as outlined in Article VI (specific duties of each officer are outlined below.)
i. President:
▪ The President shall preside at all meetings of the club and oversee all club activities. This includes assigning committee leaders, organizing meetings and locations, setting the agenda for meetings, reviewing
the minutes submitted by the Secretary, and ensuring all members
are kept informed of club activities.
ii. Vice-President:
▪ In the absence of the President, the Vice-President shall assume and perform the duties of the President. Additionally, it shall be the Vice-
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President’s responsibility to verify and audit the treasurer’s records. Each calendar year, the Vice President shall review and confirm that the Treasurer has met all tax filing obligations in a timely and accurate manner including federal, state and local requirements.
iii. Treasurer:
▪ The Treasurer shall be responsible for the funds of the club and the deposit of all funds into the club’s account. They shall keep accurate books and records of the accounts. These records will be audited by the Vice-President. The Treasurer shall have a printed report on expenditures and deposits at each monthly meeting available for review by any member of the club. Except for regular and ongoing expenditure, as are necessary to carry out the functions of the club, they shall expend no funds unless previously authorized and approved by the Board of Directors and Executive Committee. The Treasurer shall establish an expenditures sheet and ensure that members requiring funds record these appropriately. The Treasurer shall ensure that $3500 is maintained in the savings account. The Treasurer shall ensure that all required tax filings are completed and submitted in accordance with applicable laws and regulations each calendar year. iv. Secretary:
▪ The Secretary shall keep the minutes of all meetings, shall handle the club correspondence, shall keep and maintain the membership duties of current and past members, is custodian of all papers and records belonging to the club and receives mail from the athletic office at UEHS. The Secretary shall be responsible for mailings to community, thank you notes to support, and correspondence to the members.
v. Representatives (Pee Wee, Modified, Junior Varsity, Varsity): ▪ The role of the representatives is to act as a liaison between the parents, wrestlers, elected officials and coaches. The representatives will forward communication from the club with parents, wrestlers, and coaches, and encourage their involvement in club activities. vi. Coaches:
▪ All coaches associated with the UE Tigers Wrestling program are non voting members of the Executive Committee. The coaching
representatives will present ideas, goals and direction for the
club. Those coaches who are employees of the Union-Endicott
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School District will act as a liaison between the Athletic Director, the school district and the club.
vii. Social Media Representative:
▪ The Social Media Representative is responsible for maintaining and updating the UE Tigers Wrestling Club Inc’s website and all forms of
social media including, but not limited to, Facebook, X, and
Instagram. The social media Representative will ensure all events,
fundraisers, and happenings are posted for the public to be aware of
along with Board meeting agendas and posting of current By-Laws.
Section 10. Regular and Annual Meetings
• Regular club meetings shall be conducted each month for the purpose of conducting club business.
i. Club meetings shall be held once a month every month at a minimum with some months requiring more than one meeting based on wrestling events and fundraising as outlined in Section 10 iv of this Article.
ii. All club meetings, including Board of Director meetings, are open to all members of the club unless an Executive session is called for by the
President. Only Board of Director Members and Delegate Members
(exclusions outlined in Section 8 of this Article) may vote on issues
concerning the Wrestling Club unless otherwise described in this
document. For a vote to be valid, three (3) of the four (4) Board Members must be present and a simple majority among all members of the Board of Directors and Delegates will decide issues before the Board.
iii. Meeting times and dates may be adjusted consistently with wrestling events and holidays. The dates of the club meetings will be posted on the wrestling club website.
iv. Special meetings will be scheduled as needed. Notice about the meetings will be posted on the website.
v. The agenda for meetings is established by the President. Generally, meetings will consist of the following: A reading of minutes from the previous meeting, Treasurer’s report, old business and new business.
vi. If a member, officer or coach would like an issue discussed at a meeting they shall ask the President to have the item placed on the agenda or bring up the topic during new business.
• An annual meeting of the Board of Directors shall be held at a time and day in the month of May of each calendar year and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for
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the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
• Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person(s) authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meetings of the Board called by them.
o Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, or other electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to a transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
Section 11. Amendments to the By-Laws
• The By-Laws may be adopted, amended or repealed by the members of the Board of Directors and Delegates at any time deemed necessary, however, any By-Law adopted, amended, or repealed may then be amended by the general membership. A proposal to adopt, amend, or repeal a By-Law shall be concisely recorded in the minutes so that the general membership has been notified of the proposal and they are aware when the voting for the proposal is scheduled. The proposal will also be posted on the website. An amendment shall pass with two thirds (2/3) present voting in favor of the amendment.
Section 12. Committees
• Committees will support the many activities of the club. These activities will be reviewed prior to each session, and the President will appoint a committee chairman as necessary. Club officers are expected to serve as Chairman to at least one committee per season. The Committee Chairman is responsible for forming the committee, recording the activity of the committee, presenting the status at monthly meetings, and see the activity through to completion.
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Section 13. Coach Selections
• Pee Wee
o The Pee Wee Head Coach shall be selected annually by vote, with no restriction on the number of consecutive terms an individual may serve. Upon appointment for the season, the Pee Wee Head Coach will collaborate with the Varsity Head Coach to select assistant coaches. All individuals serving in coaching roles—including the Pee Wee Head Coach and
assistants—must successfully complete a background check prior to participating in any practices, matches, or direct engagement with wrestlers. • Modified – Varsity
o The UE Tigers Wrestling Club does not participate in the selection or approval process for Head Coaches or affiliated staff at the Modified, Junior Varsity (JV), Varsity Boys, or Varsity Girls levels. These coaching positions are appointed through the school district. However, once appointed, such coaches are recognized as Delegates within the UE Tigers Wrestling Club program, as defined in Article Section 9 of these bylaws.
Section 14. Confidentiality
• Board of Directors and Delegate Members shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporation’s purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
o Each director and delegate member shall execute a confidentiality agreement consisting herewith upon being voted onto and accepting appointments with the Board of Directors or Delegates.
Section 15. Athletic Code of Conduct
• The Union-Endicott School District has established an Athletic Code of Conduct for all athletes. The UE Tigers Wrestling Club Inc shall adopt this Code of Conduct for its members. Any athlete, parent or member who violates this policy upon the recommendation of a coach or club member may be expelled from the club and denied benefits, including scholarships, provided by the club. A member who is
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expelled from the club may appeal this decision to the Board of Directors. The Board of Directors will hear all concerned parties and issue a final decision. The Athletic Code of Conduct can be found on Union-Endicott School District’s website or on the UE Tigers Wrestling Club Inc’s website.
Section 16. Advisory Council
• An advisory council may be created whose members shall be elected by the members of the Board of Directors annually but who shall no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accept appointment with the Advisory Council.
Section 17. Removal
• Any member of the Board of Directors, members of the Delegates, or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgement the best interest of the Corporation would be served thereby. Each member of the Board of Directors, Delegates, or Advisory Council must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their position on the Board pursuant to Section 7 of this Article and are not entitled to the removal procedure outlined in Section 17 of this Article.
Section 18. Dissolution Clause
• In the event of dissolution, all of the remaining assets and property of the Corporation shall, after necessary expenses, thereof be distributed to another organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws, or the Federal Government, or state or local government for a public purpose upon approval of a Justice of the Supreme Court of the State of New York.
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Article IV
Conflict of Interest
Section 1. Purpose
• The purpose of the conflict-of-interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of the Organization 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 applicable to nonprofit and charitable organizations.
Section 2. Definitions
• Interested Person
o Any director, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
• Financial Interest
o A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
▪ An ownership or investment interest in any entity with which the
Organization has a transaction or arrangement
▪ A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or
arrangement
▪ A potential ownership or investment in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
• Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial
• Financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
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Section 3. Procedures
• Duty to disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of financial interest and be given the opportunity to disclose all material facts to the directors and members of delegates with governing board delegated powers considering the proposed transaction or arrangement.
• 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, they leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.
• Procedures for addressing the conflict of interest
o An interested person may make a presentation at the governing board or committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
o The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
o After exercising due diligence, the governing board or committee shall determine whether the Organization 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.
o If a more advantageous transaction or arrangement is not reasonably possibly under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s 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 the transaction or arrangement.
• Violations of the conflict-of-interest policy
o If the governing board or committee has a 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
o If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the governing board or
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committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Annual Statements
• Each director and delegate member with governing board delegated powers shall annually sign a statement which affirms such person
o Has received a copy of the conflicts of interest policy
o Has read and understands the policy
o Has agreed to comply with the policy
o Understands the Organization is charitable and to maintain its federal and state tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes
Section 5. Periodic Reviews
• To ensure the Organization operates in a manner that consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exemption status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
o Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 6. Use of Outside Experts
• When conducting the periodic reviews as provided in Article IV, the Organization may, but not need, use outside advisors. If outside experts are used, their use shall not relieve the governing body of its responsibility for ensuring periodic reviews are conducted.
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Article V
Indemnifications
Section 1. General
• The Organization shall meet any contractual obligations to compensate another party for damage, losses or liabilities they incur, effectively protecting them from financial harm. Allowing the Organization to transfer risk, where one party agrees to pay for certain costs, such as legal fees, damages, and expenses that arise from a specific event or claim. This protects the Organization from having to pay these costs out-of-pocket.
Section 2. Expenses
• Expenses (including reasonable attorney’s fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Organization in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount it is shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
• The Organization may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or an agent 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 or obligation to indemnify such person against such liability under this Article.
Article VI
Books and Records
• The Corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors
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