Proposed Hawaii Horse Council Bylaws
WITHOUT YOUR HELP ... We are tilting at windmills ...
Hawaii Horse Council Bylaws
ARTICLE I: GENERAL PROVISIONS:
The principal office of the Hawaii Horse Council, hereafter referred to as 'Council', shall be located in Hawaii County.
The Council may have other offices within the State of Hawaii as the Board of Directors may determine from time to
time.
ARTICLE I: GENERAL PROVISIONS:
The principal office of the Hawaii Horse Council, hereafter referred to as 'Council', shall be located in Hawaii County.
The Council may have other offices within the State of Hawaii as the Board of Directors may determine from time to
time.
ARTICLE II: STATEMENT OF PURPOSE:
The Hawaii Horse Council is organized as a non-profit corporation, with no pecuniary gain to its members or any
private individual and:
1. Organized to protect and promote the rights of horses, other equines, and horse people in the State of Hawaii,
which includes the humane care of horses and other equines, and the education of horse owners and of the
public.
2. To serve as a means of communication within the industry where unity and strength are needed,
3. To promote charitable causes in the community.
4. To promote riding activities, such as trail riding, rodeo, parades, eventing, team demonstrations, and horse
shows.
5. To monitor legislation and administrative decisions which would have an impact on horses and/or
horsepersons.
6. To promote interest in horse related activities.
The Hawaii Horse Council is organized as a non-profit corporation, with no pecuniary gain to its members or any
private individual and:
1. Organized to protect and promote the rights of horses, other equines, and horse people in the State of Hawaii,
which includes the humane care of horses and other equines, and the education of horse owners and of the
public.
2. To serve as a means of communication within the industry where unity and strength are needed,
3. To promote charitable causes in the community.
4. To promote riding activities, such as trail riding, rodeo, parades, eventing, team demonstrations, and horse
shows.
5. To monitor legislation and administrative decisions which would have an impact on horses and/or
horsepersons.
6. To promote interest in horse related activities.
Section 1.
(a) Membership in the Council shall be open to persons in good standing interested in working toward the
accomplishment of its expressed goals who have paid such membership does as may from time to time be
determined by the Board of Directors. Memberships shall be nonrefundable.
(b) Rights of Members. Each member in good standing over 18 is entitled to one vote, which vote shall be
exercisable in person or by mail.
(c) Membership. Memberships shall be in effect from January to December, or for such period as the Board
of Directors shall designate. Memberships shall be non-transferable.
(d) Termination of Membership. Any member may be suspended or expelled from the membership
whenever such action shall appear to the Board of Directors to be in the best interests of the Council.
Section 2.
Classes of Memberships: Memberships in the Council shall be for the following classes with dues to be set
by the Board of Directors.
(a) Individual Memberships: Any person who subscribes to and promotes the purposes and policies of this
Council.
(b) Family Memberships. Any family who subscribes to and promotes the purposes and policies of this
Council.
(c) Commercial Memberships. For any equine association, society, club or other group.
(d) Organization Memberships. For any type of business or association.
(e) Associate Memberships. For any type of business or association. Does not have a voting right.
Section 3.
(a) Voting. Each member, except Associate members, is entitled to one vote on each matter
submitted to a vote of the members. With regard to family members, they shall be entitled to one vote
per family, organization or commercial entity regardless of the number of members or employees
they may have. Organizations, family members, and commercial members must designate their
official representatives.
(b) Transfer of Membership. Membership in this Council or corporation is not transferable or
assignable.
(c) Proxies. Proxy votes will be allowed.
ARTICLE IV: MEETINGS OF MEMBERS
Section 1.
(a) Annual Meeting. An annual meeting of the members shall be held (set by the Board of Directors)
for the purpose of selecting directors, receiving reports from the officers, Board of Directors and
committees, reviewing for approval or disapproval the actions of the Board of Directors over the
previous year and disposing of such other business as pay properly come before the membership.
A regular meeting of the Board of Directors shall be held without any notice other than these Bylaws
immediately after and at the same place of the annual meeting of the Members. The Board of
Directors may provide by resolution the time and place for holding additional regular meetings without
other notice than such resolution. Additional regular meetings shall be held at such place as the
directors shall determine.
Section 2.
(a) Special Meetings. Special meetings of the members may be called by the President of the
Board of Directors or by two thirds (2/3) of the number of directors.
(b) Notice of Meetings. Written notice to each member specifying the place, date and hour of the
meeting shall be delivered not less than ten (10) nor more than fifteen (15) days prior to the date of
each meeting- either personally, by email, or through the mail to the last recorded address of each
member. In case of a special meeting or when required by the statutes or by these bylaws, the
purposes for which the meeting is called shall be stated in the notice.
(c) Quorum. A quorum shall be the directors in attendance at the meeting.
(d) Business. The business and procedures of each meeting shall be conducted to Roberts Rules
of Order, Newly Revised.
(e) Presiding Officer: The President of the Council shall preside at all meetings of the members
unless unable to attend.. In that event,The Vice President shall serve and preside. In the absence of both
the President and Vice President, the members shall choose a member to preside at the meeting. The
Secretary of the Council shall act as the Secretary at all meetings. In the event of the absence or inability
of the Secretary to serve, the presiding officer shall appoint an acting Secretary to the meeting.
(a) Membership in the Council shall be open to persons in good standing interested in working toward the
accomplishment of its expressed goals who have paid such membership does as may from time to time be
determined by the Board of Directors. Memberships shall be nonrefundable.
(b) Rights of Members. Each member in good standing over 18 is entitled to one vote, which vote shall be
exercisable in person or by mail.
(c) Membership. Memberships shall be in effect from January to December, or for such period as the Board
of Directors shall designate. Memberships shall be non-transferable.
(d) Termination of Membership. Any member may be suspended or expelled from the membership
whenever such action shall appear to the Board of Directors to be in the best interests of the Council.
Section 2.
Classes of Memberships: Memberships in the Council shall be for the following classes with dues to be set
by the Board of Directors.
(a) Individual Memberships: Any person who subscribes to and promotes the purposes and policies of this
Council.
(b) Family Memberships. Any family who subscribes to and promotes the purposes and policies of this
Council.
(c) Commercial Memberships. For any equine association, society, club or other group.
(d) Organization Memberships. For any type of business or association.
(e) Associate Memberships. For any type of business or association. Does not have a voting right.
Section 3.
(a) Voting. Each member, except Associate members, is entitled to one vote on each matter
submitted to a vote of the members. With regard to family members, they shall be entitled to one vote
per family, organization or commercial entity regardless of the number of members or employees
they may have. Organizations, family members, and commercial members must designate their
official representatives.
(b) Transfer of Membership. Membership in this Council or corporation is not transferable or
assignable.
(c) Proxies. Proxy votes will be allowed.
ARTICLE IV: MEETINGS OF MEMBERS
Section 1.
(a) Annual Meeting. An annual meeting of the members shall be held (set by the Board of Directors)
for the purpose of selecting directors, receiving reports from the officers, Board of Directors and
committees, reviewing for approval or disapproval the actions of the Board of Directors over the
previous year and disposing of such other business as pay properly come before the membership.
A regular meeting of the Board of Directors shall be held without any notice other than these Bylaws
immediately after and at the same place of the annual meeting of the Members. The Board of
Directors may provide by resolution the time and place for holding additional regular meetings without
other notice than such resolution. Additional regular meetings shall be held at such place as the
directors shall determine.
Section 2.
(a) Special Meetings. Special meetings of the members may be called by the President of the
Board of Directors or by two thirds (2/3) of the number of directors.
(b) Notice of Meetings. Written notice to each member specifying the place, date and hour of the
meeting shall be delivered not less than ten (10) nor more than fifteen (15) days prior to the date of
each meeting- either personally, by email, or through the mail to the last recorded address of each
member. In case of a special meeting or when required by the statutes or by these bylaws, the
purposes for which the meeting is called shall be stated in the notice.
(c) Quorum. A quorum shall be the directors in attendance at the meeting.
(d) Business. The business and procedures of each meeting shall be conducted to Roberts Rules
of Order, Newly Revised.
(e) Presiding Officer: The President of the Council shall preside at all meetings of the members
unless unable to attend.. In that event,The Vice President shall serve and preside. In the absence of both
the President and Vice President, the members shall choose a member to preside at the meeting. The
Secretary of the Council shall act as the Secretary at all meetings. In the event of the absence or inability
of the Secretary to serve, the presiding officer shall appoint an acting Secretary to the meeting.
Section 1. General Powers: The affairs of the Council shall be managed by the Board of Directors.
Section 2. Number, Tenure and Qualifications: The Board of Directors shall be eight (8) in number and shall be
members of the Council.
Section 3. Vacancies: A vacancy on the board shall be filled by the vote of the remaining directors. Each director so
elected shall hold office until the next annual meeting at which time a director shall be elected to complete
the unexpired term of office.
Section 4. Removal: Any director may be removed from office by a three fourths (3/4) vote of other members of the
Board at any meeting of the Board, regular or special. Any director my be removed for missing two
consecutive meetings of the Board of Directors. Termination of membership shall also terminate the service
of a member of the Board of Directors.
Section 5. Absence: Any director that cannot attend a meeting can submit a letter requesting an excused absence
approval by the Board of Directors.
Section 6. Salaries: Directors as such shall not receive any salaries for their services; but nothing herein contained
shall be construed to preclude any director from serving the Council in any other capacity and receiving
compensation therefore.
ARTICLE VI. OFFICERS
Section 1. Officers: The officers of the Council shall be a president, a vice president, a secretary, a treasurer and any
such other officers as may be elected in accordance with provisions of this article, who shall be members of
the Board of Directors. The Board of Directors may elect or appoint such other officers as it may deem
desirable. Any two or more offices may be held by the same person, except the offices of president and
secretary.
Section 2. Election and Terms of Office: The officers of the Council shall be elected annually by the Board of
Directors. If the election of officers shall not be held at such meeting,such election shall be held as soon
thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold office until a successor shall have been duly elected and qualified.
Section 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by a two third (2/3)
majority of the Board of Directors whenever in its judgment the best interests of the Council would be served
thereby, but such removal shall be without prejudice in the contract rights, if any, of the officer removed.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise
may be filled from the Board of Directors for the unexpired portion of the term.
Section 5. Powers of the President: The president shall be the principal executive officer of the Council and shall in
general supervise all of the business and affairs of the Council. S/he shall preside at all meetings of the
members and of the Board of Directors. S/he may sigh, with the secretary or any other proper officer of the
Council authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or instruments which
the Board of Directors has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some
other officer or agent of the Council; and in general s/he shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Powers of the Vice President: In the absence of the president or in the event of the president's inability
refusal to act, the vice president shall perform the duties of the president and when so acting shall have all
powers of the president and be subject to all the restrictions upon the president. The vice president shall
perform such other duties as from time to time may be assigned by the president of the Board of Directors.
Section 7. Powers of the Treasurer: If required by the Board of Directors, the treasurer shall give a bond for the
faithful discharge of duties with such surety or sureties as the Board of Directors shall determine. The
treasurer shall have custody of and be responsible for all funds and securities of the Council, receive and
give receipts for monies due and payable to the Council from any source whatsoever, and deposit all such
monies in the name of the Council in such banks, trust companies or other depositories as shall be selected
in accordance with the provisions of Article VII of these bylaws, and in such other duties as from time to time
may be assigned by the president of the Board of Directors.
Section 8. Powers of the Secretary: The secretary shall keep the minutes of the meetings of the Board of Directors,
see that all notices are duly given in accordance with the provisions of the bylaws or as required by law, be
custodian of the corporate records, and of the seal of the Council and see that the seal of the Council is
affixed to all documents, the execution of which on behalf of the Council under its seal is duly authorized in
accordance with the provisions of the bylaws; keep a register if the post office and email addresses of each
member which shall be furnished to the secretary by each member; and in general perform all duties
incident to the office of the secretary and such other duties as from time to time may be assigned
by the president of the Board of Directors.
Section 2. Number, Tenure and Qualifications: The Board of Directors shall be eight (8) in number and shall be
members of the Council.
Section 3. Vacancies: A vacancy on the board shall be filled by the vote of the remaining directors. Each director so
elected shall hold office until the next annual meeting at which time a director shall be elected to complete
the unexpired term of office.
Section 4. Removal: Any director may be removed from office by a three fourths (3/4) vote of other members of the
Board at any meeting of the Board, regular or special. Any director my be removed for missing two
consecutive meetings of the Board of Directors. Termination of membership shall also terminate the service
of a member of the Board of Directors.
Section 5. Absence: Any director that cannot attend a meeting can submit a letter requesting an excused absence
approval by the Board of Directors.
Section 6. Salaries: Directors as such shall not receive any salaries for their services; but nothing herein contained
shall be construed to preclude any director from serving the Council in any other capacity and receiving
compensation therefore.
ARTICLE VI. OFFICERS
Section 1. Officers: The officers of the Council shall be a president, a vice president, a secretary, a treasurer and any
such other officers as may be elected in accordance with provisions of this article, who shall be members of
the Board of Directors. The Board of Directors may elect or appoint such other officers as it may deem
desirable. Any two or more offices may be held by the same person, except the offices of president and
secretary.
Section 2. Election and Terms of Office: The officers of the Council shall be elected annually by the Board of
Directors. If the election of officers shall not be held at such meeting,such election shall be held as soon
thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold office until a successor shall have been duly elected and qualified.
Section 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by a two third (2/3)
majority of the Board of Directors whenever in its judgment the best interests of the Council would be served
thereby, but such removal shall be without prejudice in the contract rights, if any, of the officer removed.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise
may be filled from the Board of Directors for the unexpired portion of the term.
Section 5. Powers of the President: The president shall be the principal executive officer of the Council and shall in
general supervise all of the business and affairs of the Council. S/he shall preside at all meetings of the
members and of the Board of Directors. S/he may sigh, with the secretary or any other proper officer of the
Council authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or instruments which
the Board of Directors has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some
other officer or agent of the Council; and in general s/he shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Powers of the Vice President: In the absence of the president or in the event of the president's inability
refusal to act, the vice president shall perform the duties of the president and when so acting shall have all
powers of the president and be subject to all the restrictions upon the president. The vice president shall
perform such other duties as from time to time may be assigned by the president of the Board of Directors.
Section 7. Powers of the Treasurer: If required by the Board of Directors, the treasurer shall give a bond for the
faithful discharge of duties with such surety or sureties as the Board of Directors shall determine. The
treasurer shall have custody of and be responsible for all funds and securities of the Council, receive and
give receipts for monies due and payable to the Council from any source whatsoever, and deposit all such
monies in the name of the Council in such banks, trust companies or other depositories as shall be selected
in accordance with the provisions of Article VII of these bylaws, and in such other duties as from time to time
may be assigned by the president of the Board of Directors.
Section 8. Powers of the Secretary: The secretary shall keep the minutes of the meetings of the Board of Directors,
see that all notices are duly given in accordance with the provisions of the bylaws or as required by law, be
custodian of the corporate records, and of the seal of the Council and see that the seal of the Council is
affixed to all documents, the execution of which on behalf of the Council under its seal is duly authorized in
accordance with the provisions of the bylaws; keep a register if the post office and email addresses of each
member which shall be furnished to the secretary by each member; and in general perform all duties
incident to the office of the secretary and such other duties as from time to time may be assigned
by the president of the Board of Directors.
Section 1. Committees of the Directors: The Board of Directors by resolution adopted by a majority of the directors
in office, may designate and appoint one or more committees, each of whom shall have as members two or
more directors, which committees, to the extent provided in said resolution shall aid and assist the officers of
the Council to implement its intents and purposes as set forth in the Articles of Incorporation of the Hawaii
Horse Council, Inc. Except as otherwise provided in such resolution, members of the Council and the
president of the Council shall appoint the members thereof. Any member thereof may be removed by the
person or persons authorized to appoint such member whenever in their judgment the best interests of the
Council would be served by such removal.
Section 2. Term of Office: Each member of a committee shall continue as such until the next annual meeting of the
members of the Council or until his/her successor is appointed, unless the committee shall be terminated or
unless such member be removed from the committee, or unless such member shall cease to qualify as a
member thereof.
Section 3. Chairman: One member of each committee shall be appointed chairman by the person or persons
authorized to appoint the members thereof.
Section 4. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the
same manner as provided in the case of the original appointments.
Section 5. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a
quorum shall be the members of the committee that are present at a meeting. The members that are present
shall be the act of the committee.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Council, in
addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of the Council, and such authority may be general or may be confined to specific
instances.
Section 2. Checks, Drafts or Orders: All such checks, drafts, or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Council, shall be signed by such officer or officers,
agent or agents of the Council, and in manner as shall from time to time be determined by resolution of the
Board of Directors, in the absence of such determination by the Board of Directors, such instruments shall
be signed by the Treasurer and counter-signed by the President or Vice President of the Council.
Section 3. Deposits: All such funds of the Council shall be deposited to the credit of the Council in such banks, trust
companies or other depositories as the Board of Directors may select.
Section 4. Gifts: The Board of Directors may accept or deny on behalf of the Council any contribution, gift, bequest or
devise for any purpose of the Council.
ARTICLE IX: DISSOLUTION
Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all
the liabilities of the Council, dispose of all the assets of the Council exclusively for the purposes of the Council to any
one or more 501(c)(3) organizations that is designated by a 75% or more, vote of the Board of Directors in a special
meeting for that purpose. Any of such assets not so disposed of shall be disposed of by the District Court of the
principal office of which the Council is then located, exclusively for such purposes to such organization or
organizations, as said Court shall determine, which are organized and operated exclusively for charitable, educational,
or scientific purposes.
ARTICLE X: FISCAL YEAR
The fiscal year of the Council shall begin on the first day of July and end on the last day of June.
ARTICLE XI: AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws may be adopted by a majority of the general
membership present at any regular meeting or any special meeting if 30-day written notice is given of intention to alter
or amend or repeal or adopt new bylaws at such meeting.
ARTICLE XII: LOANS
No loans shall be made by the Council to its directors or officers.
ARTICLE XIII: INDEMNIFICATION OF OFFICERS AND DIRECTORS
This Council shall indemnify directors, officers, employees, members or other volunteers of this Council, and each
director, officer, memn\ber or other volunteer of this Council who is serving or who has served, at the request of the
Council, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorney's
fees, judgments, penalties,fines,settlements and reasonable expenses, actually incurred by such director, officer,
employee, member or other volunteer relating to such person's conduct as a director, officer, employee member or
other volunteer of this Council or as a director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust other enterprise or employee benefit plan, except the mandatory indemnification
required by this sentence shall not apply (i) to a breach of such director's, officer's, employee's, member's, or other
volunteer's duty of loyalty to the Council, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law, (iii) or a transaction from which such director, officer, employee, member or
other volunteer derived an improper personal benefit or against judgments, penalties, fines and settlements arising
from any proceeding by or on the right of the Council, or adjudged liable to the Council.
ARTICLE XIV: SAVINGS CLAUSE
In the event a portion or portions of these bylaws are found to be inconsistent with State or Federal law, such portions
to the extent that they violate the law shall be deemed deleted and of no force and effect.
Dated 04/04/2010
in office, may designate and appoint one or more committees, each of whom shall have as members two or
more directors, which committees, to the extent provided in said resolution shall aid and assist the officers of
the Council to implement its intents and purposes as set forth in the Articles of Incorporation of the Hawaii
Horse Council, Inc. Except as otherwise provided in such resolution, members of the Council and the
president of the Council shall appoint the members thereof. Any member thereof may be removed by the
person or persons authorized to appoint such member whenever in their judgment the best interests of the
Council would be served by such removal.
Section 2. Term of Office: Each member of a committee shall continue as such until the next annual meeting of the
members of the Council or until his/her successor is appointed, unless the committee shall be terminated or
unless such member be removed from the committee, or unless such member shall cease to qualify as a
member thereof.
Section 3. Chairman: One member of each committee shall be appointed chairman by the person or persons
authorized to appoint the members thereof.
Section 4. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the
same manner as provided in the case of the original appointments.
Section 5. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a
quorum shall be the members of the committee that are present at a meeting. The members that are present
shall be the act of the committee.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Council, in
addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of the Council, and such authority may be general or may be confined to specific
instances.
Section 2. Checks, Drafts or Orders: All such checks, drafts, or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Council, shall be signed by such officer or officers,
agent or agents of the Council, and in manner as shall from time to time be determined by resolution of the
Board of Directors, in the absence of such determination by the Board of Directors, such instruments shall
be signed by the Treasurer and counter-signed by the President or Vice President of the Council.
Section 3. Deposits: All such funds of the Council shall be deposited to the credit of the Council in such banks, trust
companies or other depositories as the Board of Directors may select.
Section 4. Gifts: The Board of Directors may accept or deny on behalf of the Council any contribution, gift, bequest or
devise for any purpose of the Council.
ARTICLE IX: DISSOLUTION
Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all
the liabilities of the Council, dispose of all the assets of the Council exclusively for the purposes of the Council to any
one or more 501(c)(3) organizations that is designated by a 75% or more, vote of the Board of Directors in a special
meeting for that purpose. Any of such assets not so disposed of shall be disposed of by the District Court of the
principal office of which the Council is then located, exclusively for such purposes to such organization or
organizations, as said Court shall determine, which are organized and operated exclusively for charitable, educational,
or scientific purposes.
ARTICLE X: FISCAL YEAR
The fiscal year of the Council shall begin on the first day of July and end on the last day of June.
ARTICLE XI: AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws may be adopted by a majority of the general
membership present at any regular meeting or any special meeting if 30-day written notice is given of intention to alter
or amend or repeal or adopt new bylaws at such meeting.
ARTICLE XII: LOANS
No loans shall be made by the Council to its directors or officers.
ARTICLE XIII: INDEMNIFICATION OF OFFICERS AND DIRECTORS
This Council shall indemnify directors, officers, employees, members or other volunteers of this Council, and each
director, officer, memn\ber or other volunteer of this Council who is serving or who has served, at the request of the
Council, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorney's
fees, judgments, penalties,fines,settlements and reasonable expenses, actually incurred by such director, officer,
employee, member or other volunteer relating to such person's conduct as a director, officer, employee member or
other volunteer of this Council or as a director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust other enterprise or employee benefit plan, except the mandatory indemnification
required by this sentence shall not apply (i) to a breach of such director's, officer's, employee's, member's, or other
volunteer's duty of loyalty to the Council, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law, (iii) or a transaction from which such director, officer, employee, member or
other volunteer derived an improper personal benefit or against judgments, penalties, fines and settlements arising
from any proceeding by or on the right of the Council, or adjudged liable to the Council.
ARTICLE XIV: SAVINGS CLAUSE
In the event a portion or portions of these bylaws are found to be inconsistent with State or Federal law, such portions
to the extent that they violate the law shall be deemed deleted and of no force and effect.
Dated 04/04/2010
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