Bylaws page 1>
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| Cumberland Valley Ice Hockey |
BY-LAWS OF CUMBERLAND VALLEY ICE HOCKEY CLUB
ARTICLE I – NAME
1. This organization shall be known as the Cumberland Valley Ice Hockey Club, (hereinafter referred to as
“Club”).
2. The official nickname of the Club will be the “Eagles”.
3. The registered office of the Club shall be at 200 Lambs Gap Road, Mechanicsburg, PA 17050.
4. The Club may also have offices at such other places as the Board of directors may from time to time
appoint or the business of the Club may require.
5. The TIN of the Club is 25-1800656.
ARTICLE II – PURPOSE
1. The purpose of the Club is to provide the opportunity for Cumberland Valley students to participate in
interscholastic ice hockey.
ARTICLE III – PLAYER ELIGIBILITY
The eligibility rules of the Central Pennsylvania Interscholastic Hockey League (hereinafter “CPIHL”) in which
the Club participates will take precedence.
Section A – Eligibility. To be eligible, the player must reside within the Cumberland Valley School District.
The Board has discretion on eligibility for the Spring League.
Section B – Varsity Team. Members of the varsity team shall meet all of the following requirements:
1. Be in grades of nine (9) through twelve (12);
2. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
3. Comply with the financial payment schedule established by the Board of Directors.
Section C – Junior Varsity Team. Members of the junior varsity team shall meet all of the following
requirements:
1. Be in the grades of nine (9) through twelve (12);
2. Players in Grade 8 can play JV if permitted by the CPIHL Rules.
3. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
4. Comply with the financial payment schedule established by the Board of Directors.
Section D – Junior High Team. Members of the junior high team shall meet all of the following requirements:
1. Be in the grades of six (6) through eight (8) and grade nine (9) when permitted by the CPIHL;
2. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
3. Comply with the financial payment schedule established by the Board of Directors.
ARTICLE IV – PLAYER SELECTION
The selection of a player for each team will be done by the organization in accordance with the system created
by the Board.
ARTICLE V – MEMBERS
There are two classes of membership: (1) voting; and, (2) non-voting.
Section A – Voting Membership. Voting membership shall be restricted to those members who have students
participating in the Club. A voting membership is given to the parent(s) or legal guardian(s) of a player. One
vote per player. Voting members shall be entitled to vote on issues presented by the Board of Directors to the
membership at the annual meeting or any other general membership meeting.
Section B – Non-voting Membership. Non-voting membership shall be restricted to the players who
participate in the Club.
ARTICLE VI – FISCAL YEAR
The fiscal year of the Club will begin on April 1 and end the following March 31.
ARTICLE VII – BOARD OF DIRECTORS
The Board of Directors will consist of: (1) the six (6) elected officers; and, (2) Director of Hockey who is
selected by the six (6) elected Board members. All seven (7) will make up the Executive Committee.
All business of the Club, except that expressly delegated by these By-Laws, shall be conducted by the Board of
Directors. The responsibilities of the Board of Directors are as follows:
1. Power and Duties. A committee, known as the Executive Committee, composed of the elected officials
of the Club, shall be empowered to transact such business as is necessary to the operation of the Club,
subject to the dictates of these By-Laws and resolutions of the Board of Directors.
2. Term. The period of the term shall run from April 1 until March 31 of the following year. There shall be
no limits as to the number of terms served.
3. Board approves team selection and coach selections as presented by Director of Hockey.
ARTICLE VIII – MEETINGS
The Executive Committee shall meet at least monthly, or as needed, throughout the fiscal year to handle
appropriate business at the registered office of the Club or at such other place or places, either within or
without the Commonwealth of Pennsylvania, as may from time to time be selected.
Business of the Club requiring a vote will be decided by the Executive Committee by a majority vote. In the
case of a tie, the President shall make the final decision.
Four Board Members are required to vote on Club business. One of the four must be the President or Vice
President.
1. Annual Meeting. Within the fiscal year, the annual meeting of the Board of Directors shall be held within
3 months of the annual election of officers. If the annual meeting shall not be called and held during any
calendar year, any member may call such meeting at any time thereafter with thirty (30) days notice. Notice is
sufficient if posted on the Club website.
2. The presence, in person or by proxy, of Board of Directors entitled to cast at least a majority of the votes
which all Board of Directors are entitled to cast on the particular matter shall constitute a quorum for the
purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized
meeting, of the Board of Directors present, in person or by proxy, entitled to cast at least a majority of the votes
which all Board of Directors present are entitled to cast shall be the acts of the Board of Directors. The Board
of Directors present at a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough Board of Directors to leave less than a quorum. Adjournment or
adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be
elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days
each, as may be directed by Board of Directors who are present in person or by proxy and who are entitled to
cast at least a majority of the votes which all such Board of Directors would be entitled to cast at least a
majority of the votes which all such Board of Directors would be entitled to cast at an election of directors until
such directors have been elected. If a meeting cannot be organized because a quorum has not attended,
those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as
they may determine, but in the case of any meeting called for the election of directors, those who attend the
second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for
the purpose of electing directors.
3. Notice. Email notice of the annual meeting shall be given to each member entitled to vote thereat, at
least ten (10) days prior to the meeting. Notice on the Club website shall be considered sufficient. An email
notice will be given.
ARTICLE IX – OFFICERS
1. Officers. The executive officers of the Club shall be chosen by the members and shall consist of a
President, Vice President, Secretary, Treasurer, Registrar and League Representative. The Board of Directors
will elect a Director of Hockey. The Board of Directors may also choose other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform
such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the
same person.
2. Term. The officers of the Club shall hold office for one (1) year and until their successors are chosen
and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of
Directors whenever in its judgment the best interests of the Club will be served thereby. The removal by the
Board Member shall be by a five (5) out of seven (7) votes of the Executive Committee.
3. The President shall preside at meetings of the Board of Directors; he/she shall have general and active
management of the business of the Club, shall see that all orders and resolutions of the Board are carried
into effect.
4. The Vice President shall perform duties of the President as specified above in the absence or event of
disability of the President.
5. The Secretary shall attend meetings of the Club and all meetings of the Board of Directors and act as
clerk thereof, and record all the votes of the Club and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of Directors when required. If the
Secretary is not present, the Board will appoint a Board member to act as Secretary. He/She shall give, or
cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties and
may be prescribed by the Board of Directors or President, and under whose supervision he/she shall be.
He/She shall keep in safe custody the minutes of the Club, and when authorized by the Board, present the
same to any entity requiring it. Notice on the website is sufficient.
6. The Treasurer shall have custody of the Club funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Club, and shall keep the monies of the
Club in a separate account to the credit of the Club. He/She shall disburse the funds of the Club as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her
transactions as Treasurer and of the financial condition of the Club. All checks shall be signed by two
authorized signers.
7. The Registrar shall be authorized by the Board of Directors to handle all player and coach registration
as well as maintain rosters in accordance with all USA Hockey and CPIHL requirements.
8. The League Representative shall represent any and all interests of the Club at all League meetings.
The League Representative shall serve as a liaison to the CPIHL and perform all duties in accordance
therewith.
9. The Director of Hockey – Shall oversee the coaching staff(s) and shall serve as a liaison between the
Board of Directors and the coaching staffs.
ARTICLE X – COMMITTEES
The President shall propose on an annual basis all committees that he/she deems necessary to allow for the
proper operation of the Club, and propose chairpersons to manage those committees.
Committee chairpersons shall meet the following criteria and adhere to the following guidelines:
1. Serve the appointed one (1) year term. The period of the term shall run from April 1 until March 31 of the
following year. There shall be no limit on the terms served;
2. Manage the appropriate activities designated to their committee;
3. Report on the status of the committee activities at the monthly meetings or as required by the Board of
Directors; and,
4. Submit a written report to the Board at the end of the season summarizing the committee’s activities.
ARTICLE XI – COACHING STAFF
Head Coach will be selected by the Director of Hockey with final approval of the Board of Directors. Each team
shall be assigned a Head Coach. The Head Coach shall:
1. Oversee the players at practices and games;
2. Discipline the players if necessary. Such discipline will be at the discretion of the Head Coach, but
must be within what is deemed reasonable and appropriate. Disciplinary action is subject to review by the
Board.
3. Ensure that all league coaching policies and procedures are followed.
The Director of Hockey or Head Coach shall, if necessary, recommend assistant coaches for appointment.
The responsibilities of assistant coaches shall be determined by the Head Coach or Director of Hockey. The
Board of Directors will have final approval of the appointment of any assistant coach.
ARTICLE XII – VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors
may choose a successor or successors, who shall hold office for the unexpired term in respect of which such
vacancy occurred.
2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and
each person so elected shall be a director until his successor is elected by the Board of Directors, who may
make such election at the next annual meeting of the Board of Directors or at any special meeting duly called
for that purpose and held prior thereto.
ARTICLE XIII – MISCELLANEOUS PROVISIONS
1. Signatory. All checks or demands for money and notes of the Club shall be signed by such officer or
officers as the Board of Directors may from time to time designate. All checks or demands shall be signed by
two (2) authorized signers.
2. Written Notice. Whenever written notice is required to be given to any person, it may be given to such
person, either personally or be sending a copy thereof through the mail, charges prepaid, to his address
appearing on the books of the Club, or supplied by him to the Club for the purpose of notice. If the notice is
sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the
custody of the United States Postal Service for transmission to such person. Such notice shall specify the
place, day and hour of the meeting and, in the case of a special meeting of Board of Directors, the general
nature of the business to be transacted.
3. Waivers. Whenever any written notice is required by statute, or by the Articles or By-Laws of this Club, a
waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the
time stated herein, shall be deemed equivalent to the giving of such notice. Except in the case of a special
meeting of Board of Directors, neither the business to be transacted at nor the purpose of the meeting need
be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because the meeting was not lawfully
called or convened.
4. Medium. One or more directors or Board of Directors my participate in a meeting of the board, or a
committee of the Board or of the Board of Directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other.
(email)
5. Consent. Except as otherwise provided in the Articles or By-Laws of this Club, any action which may be
taken at a meeting of the Board of Directors may be taken without a meeting, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the Board of Directors who would be entitled
to vote at a meeting for such purpose and shall be filed with the Secretary of the Club.
6. Compensation. Compensation of any amount shall be approved by the Board of Directors.
ARTICLE XIV – INDEMNIFICATION
Any director, officer, employee or agent of the Club who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative
(including tax claims) (whether brought by or in the right of this Club or by a third party) by reason of the fact that
he/she is or was a representative of the Club, or is or was serving at the request of the Club as a
representative of another Club, partnership, joint venture, trust or other enterprise, shall be indemnified by
Club against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or proceeding, unless it is determined by
a court that the act or failure to act giving rise to the claim for indemnification constitutes willful misconduct or
recklessness.
The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which
such director, officer or employee may be entitled.
ARTICLE XV – AMENDMENTS
These By-Laws may be amended or repealed by the vote of the Executive Committee entitled to cast at least a
majority of the votes which all Executive Committee members are entitled to cast thereon, at any regular or
special meeting of the Board of Directors, duly convened after notice to the Executive Committee of that
purpose.
ARTICLE I – NAME
1. This organization shall be known as the Cumberland Valley Ice Hockey Club, (hereinafter referred to as
“Club”).
2. The official nickname of the Club will be the “Eagles”.
3. The registered office of the Club shall be at 200 Lambs Gap Road, Mechanicsburg, PA 17050.
4. The Club may also have offices at such other places as the Board of directors may from time to time
appoint or the business of the Club may require.
5. The TIN of the Club is 25-1800656.
ARTICLE II – PURPOSE
1. The purpose of the Club is to provide the opportunity for Cumberland Valley students to participate in
interscholastic ice hockey.
ARTICLE III – PLAYER ELIGIBILITY
The eligibility rules of the Central Pennsylvania Interscholastic Hockey League (hereinafter “CPIHL”) in which
the Club participates will take precedence.
Section A – Eligibility. To be eligible, the player must reside within the Cumberland Valley School District.
The Board has discretion on eligibility for the Spring League.
Section B – Varsity Team. Members of the varsity team shall meet all of the following requirements:
1. Be in grades of nine (9) through twelve (12);
2. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
3. Comply with the financial payment schedule established by the Board of Directors.
Section C – Junior Varsity Team. Members of the junior varsity team shall meet all of the following
requirements:
1. Be in the grades of nine (9) through twelve (12);
2. Players in Grade 8 can play JV if permitted by the CPIHL Rules.
3. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
4. Comply with the financial payment schedule established by the Board of Directors.
Section D – Junior High Team. Members of the junior high team shall meet all of the following requirements:
1. Be in the grades of six (6) through eight (8) and grade nine (9) when permitted by the CPIHL;
2. Adhere to the Code of Conduct/Player Pledge established by the Board of Directors; and,
3. Comply with the financial payment schedule established by the Board of Directors.
ARTICLE IV – PLAYER SELECTION
The selection of a player for each team will be done by the organization in accordance with the system created
by the Board.
ARTICLE V – MEMBERS
There are two classes of membership: (1) voting; and, (2) non-voting.
Section A – Voting Membership. Voting membership shall be restricted to those members who have students
participating in the Club. A voting membership is given to the parent(s) or legal guardian(s) of a player. One
vote per player. Voting members shall be entitled to vote on issues presented by the Board of Directors to the
membership at the annual meeting or any other general membership meeting.
Section B – Non-voting Membership. Non-voting membership shall be restricted to the players who
participate in the Club.
ARTICLE VI – FISCAL YEAR
The fiscal year of the Club will begin on April 1 and end the following March 31.
ARTICLE VII – BOARD OF DIRECTORS
The Board of Directors will consist of: (1) the six (6) elected officers; and, (2) Director of Hockey who is
selected by the six (6) elected Board members. All seven (7) will make up the Executive Committee.
All business of the Club, except that expressly delegated by these By-Laws, shall be conducted by the Board of
Directors. The responsibilities of the Board of Directors are as follows:
1. Power and Duties. A committee, known as the Executive Committee, composed of the elected officials
of the Club, shall be empowered to transact such business as is necessary to the operation of the Club,
subject to the dictates of these By-Laws and resolutions of the Board of Directors.
2. Term. The period of the term shall run from April 1 until March 31 of the following year. There shall be
no limits as to the number of terms served.
3. Board approves team selection and coach selections as presented by Director of Hockey.
ARTICLE VIII – MEETINGS
The Executive Committee shall meet at least monthly, or as needed, throughout the fiscal year to handle
appropriate business at the registered office of the Club or at such other place or places, either within or
without the Commonwealth of Pennsylvania, as may from time to time be selected.
Business of the Club requiring a vote will be decided by the Executive Committee by a majority vote. In the
case of a tie, the President shall make the final decision.
Four Board Members are required to vote on Club business. One of the four must be the President or Vice
President.
1. Annual Meeting. Within the fiscal year, the annual meeting of the Board of Directors shall be held within
3 months of the annual election of officers. If the annual meeting shall not be called and held during any
calendar year, any member may call such meeting at any time thereafter with thirty (30) days notice. Notice is
sufficient if posted on the Club website.
2. The presence, in person or by proxy, of Board of Directors entitled to cast at least a majority of the votes
which all Board of Directors are entitled to cast on the particular matter shall constitute a quorum for the
purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized
meeting, of the Board of Directors present, in person or by proxy, entitled to cast at least a majority of the votes
which all Board of Directors present are entitled to cast shall be the acts of the Board of Directors. The Board
of Directors present at a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough Board of Directors to leave less than a quorum. Adjournment or
adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be
elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days
each, as may be directed by Board of Directors who are present in person or by proxy and who are entitled to
cast at least a majority of the votes which all such Board of Directors would be entitled to cast at least a
majority of the votes which all such Board of Directors would be entitled to cast at an election of directors until
such directors have been elected. If a meeting cannot be organized because a quorum has not attended,
those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as
they may determine, but in the case of any meeting called for the election of directors, those who attend the
second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for
the purpose of electing directors.
3. Notice. Email notice of the annual meeting shall be given to each member entitled to vote thereat, at
least ten (10) days prior to the meeting. Notice on the Club website shall be considered sufficient. An email
notice will be given.
ARTICLE IX – OFFICERS
1. Officers. The executive officers of the Club shall be chosen by the members and shall consist of a
President, Vice President, Secretary, Treasurer, Registrar and League Representative. The Board of Directors
will elect a Director of Hockey. The Board of Directors may also choose other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform
such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the
same person.
2. Term. The officers of the Club shall hold office for one (1) year and until their successors are chosen
and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of
Directors whenever in its judgment the best interests of the Club will be served thereby. The removal by the
Board Member shall be by a five (5) out of seven (7) votes of the Executive Committee.
3. The President shall preside at meetings of the Board of Directors; he/she shall have general and active
management of the business of the Club, shall see that all orders and resolutions of the Board are carried
into effect.
4. The Vice President shall perform duties of the President as specified above in the absence or event of
disability of the President.
5. The Secretary shall attend meetings of the Club and all meetings of the Board of Directors and act as
clerk thereof, and record all the votes of the Club and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of Directors when required. If the
Secretary is not present, the Board will appoint a Board member to act as Secretary. He/She shall give, or
cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties and
may be prescribed by the Board of Directors or President, and under whose supervision he/she shall be.
He/She shall keep in safe custody the minutes of the Club, and when authorized by the Board, present the
same to any entity requiring it. Notice on the website is sufficient.
6. The Treasurer shall have custody of the Club funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Club, and shall keep the monies of the
Club in a separate account to the credit of the Club. He/She shall disburse the funds of the Club as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her
transactions as Treasurer and of the financial condition of the Club. All checks shall be signed by two
authorized signers.
7. The Registrar shall be authorized by the Board of Directors to handle all player and coach registration
as well as maintain rosters in accordance with all USA Hockey and CPIHL requirements.
8. The League Representative shall represent any and all interests of the Club at all League meetings.
The League Representative shall serve as a liaison to the CPIHL and perform all duties in accordance
therewith.
9. The Director of Hockey – Shall oversee the coaching staff(s) and shall serve as a liaison between the
Board of Directors and the coaching staffs.
ARTICLE X – COMMITTEES
The President shall propose on an annual basis all committees that he/she deems necessary to allow for the
proper operation of the Club, and propose chairpersons to manage those committees.
Committee chairpersons shall meet the following criteria and adhere to the following guidelines:
1. Serve the appointed one (1) year term. The period of the term shall run from April 1 until March 31 of the
following year. There shall be no limit on the terms served;
2. Manage the appropriate activities designated to their committee;
3. Report on the status of the committee activities at the monthly meetings or as required by the Board of
Directors; and,
4. Submit a written report to the Board at the end of the season summarizing the committee’s activities.
ARTICLE XI – COACHING STAFF
Head Coach will be selected by the Director of Hockey with final approval of the Board of Directors. Each team
shall be assigned a Head Coach. The Head Coach shall:
1. Oversee the players at practices and games;
2. Discipline the players if necessary. Such discipline will be at the discretion of the Head Coach, but
must be within what is deemed reasonable and appropriate. Disciplinary action is subject to review by the
Board.
3. Ensure that all league coaching policies and procedures are followed.
The Director of Hockey or Head Coach shall, if necessary, recommend assistant coaches for appointment.
The responsibilities of assistant coaches shall be determined by the Head Coach or Director of Hockey. The
Board of Directors will have final approval of the appointment of any assistant coach.
ARTICLE XII – VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors
may choose a successor or successors, who shall hold office for the unexpired term in respect of which such
vacancy occurred.
2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and
each person so elected shall be a director until his successor is elected by the Board of Directors, who may
make such election at the next annual meeting of the Board of Directors or at any special meeting duly called
for that purpose and held prior thereto.
ARTICLE XIII – MISCELLANEOUS PROVISIONS
1. Signatory. All checks or demands for money and notes of the Club shall be signed by such officer or
officers as the Board of Directors may from time to time designate. All checks or demands shall be signed by
two (2) authorized signers.
2. Written Notice. Whenever written notice is required to be given to any person, it may be given to such
person, either personally or be sending a copy thereof through the mail, charges prepaid, to his address
appearing on the books of the Club, or supplied by him to the Club for the purpose of notice. If the notice is
sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the
custody of the United States Postal Service for transmission to such person. Such notice shall specify the
place, day and hour of the meeting and, in the case of a special meeting of Board of Directors, the general
nature of the business to be transacted.
3. Waivers. Whenever any written notice is required by statute, or by the Articles or By-Laws of this Club, a
waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the
time stated herein, shall be deemed equivalent to the giving of such notice. Except in the case of a special
meeting of Board of Directors, neither the business to be transacted at nor the purpose of the meeting need
be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because the meeting was not lawfully
called or convened.
4. Medium. One or more directors or Board of Directors my participate in a meeting of the board, or a
committee of the Board or of the Board of Directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other.
(email)
5. Consent. Except as otherwise provided in the Articles or By-Laws of this Club, any action which may be
taken at a meeting of the Board of Directors may be taken without a meeting, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the Board of Directors who would be entitled
to vote at a meeting for such purpose and shall be filed with the Secretary of the Club.
6. Compensation. Compensation of any amount shall be approved by the Board of Directors.
ARTICLE XIV – INDEMNIFICATION
Any director, officer, employee or agent of the Club who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative
(including tax claims) (whether brought by or in the right of this Club or by a third party) by reason of the fact that
he/she is or was a representative of the Club, or is or was serving at the request of the Club as a
representative of another Club, partnership, joint venture, trust or other enterprise, shall be indemnified by
Club against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or proceeding, unless it is determined by
a court that the act or failure to act giving rise to the claim for indemnification constitutes willful misconduct or
recklessness.
The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which
such director, officer or employee may be entitled.
ARTICLE XV – AMENDMENTS
These By-Laws may be amended or repealed by the vote of the Executive Committee entitled to cast at least a
majority of the votes which all Executive Committee members are entitled to cast thereon, at any regular or
special meeting of the Board of Directors, duly convened after notice to the Executive Committee of that
purpose.