Birmingham Hockey Association
ARTICLE I – NAME
The name of this Association shall be the Birmingham Hockey Association and may be referred to herein as the “BHA” or the “Association”.
ARTICLE II – PURPOSE
The purposes of the Association include:
A. The promotion and development of hockey oriented recreational activities for the youth of the City of Birmingham and surrounding communities.
B. The promotion of citizenship and good fellowship through the medium of hockey.
C. The fostering of good sportsmanship and the cultivation of physical welfare through organized competition in the game of ice hockey.
ARTICLE III – OFFICE
The office of this Association shall be the home of the President of the BHA.
ARTICLE IV – ASSOCIATION
This Association shall be incorporated in the State of Michigan, shall have no capital stock and shall not be conducted for profit. Section 2
All funds or properties of the Association shall be used exclusively for carrying out the purposes set forth in Article II thereof. Section 3
In the event of liquidation or dissolution of this Association, all funds and/or properties of the Association shall be distributed to such nonprofit organizations of like purpose as set forth in Article II hereof as selected and designated by the Board of directors of the BHA. In no event shall any of these said funds and/or properties be distributed to any member of the BHA or for any other purpose than stated herein.
ARTICLE V – MEMBERSHIP
The Board of Directors may, upon the recommendation of the Treasurer, set a fee to be paid by each player and sponsor of the Association, and a schedule for payment of the same. At the discretion of the board, membership in the Association may be conditioned upon the timely payment of said fees. The Board may, in its discretion, make special assessments of the membership.
All Board members, coaches, assistant coaches, managers, team sponsors, players and their parents or guardians shall be considered voting members [eighteen (18) years of age or older] of this Association. All members under eighteen (18) years of age are nonvoting members of this Association. This group shall be known in total as the membership of the Association and each individual as the member of the Association.
The term of membership shall be for the fiscal year of the Association. Section 4
The Board of Directors may, by a two-thirds vote of all Board Members in attendance at a regular or special Board meeting, deny membership in the Association to any individual for what the board deems good cause.
ARTICLE VI – GENERAL MEMBERSHIP MEETINGS
There shall be a minimum of two general membership meetings of the Association members held each year. Other general membership meetings of the Association may be called by the Board of Directors as deemed necessary. All meetings of the Association shall be governed by rules of parliamentary procedure (Robert’s Rules of Order).
A General Membership Meeting shall be held in the months of September or October. The purpose of this meeting shall be to discuss the objectives and goals of the upcoming season.
A General Membership Meeting will also be held in the months of March or April. The purposes of this meeting shall be as follows:
To announce and introduce for questioning the candidates for the election and to elect the members of the board for the coming fiscal year.
Delivery of the current written Treasurer’s report reflecting the financial status of the Association as of a recent date before the meeting of the current fiscal year, and projecting the anticipated financial status of the Association at the end of the fiscal year.
Two (2) weeks prior to the date on which General Membership Meetings are to be held, the following information shall be made public: the date, time, place of the General Membership Meeting and to whom candidates for the election may apply (See Article X, Sec. 4).
Attendance at Association General Membership meetings shall be open to the membership. Debate and discussion shall be confined to Association members only. Any nonmember wishing to address the Association meeting shall write to the President one week prior to a scheduled General Membership Meeting stating their reason for such request.
A minimum of ten (10) voting members shall constitute a quorum at General Membership Meetings. If a quorum is not present, the meeting shall be adjourned until a quorum is present.
The order of business for Association meetings shall be:
Call to order
Reading and acceptance of previous minutes
ARTICLE VII – ELECTIONS
Elections of Board members for each fiscal year by the membership of the Association shall be held at the March/April General Membership Meeting just prior to the beginning of that fiscal year.
Applications for candidacy may be filed with the Election Committee prior to the date of the General Membership Meeting. Nominations can be proposed prior to or during the general Membership Meeting by any member. Applicants and nominees shall be eighteen (18) years of age or older, members in good standing of the Association for a minimum of one (1) calendar year prior to applying or being nominated and be agreeable to serving. Voting shall be limited to members of the Association (Article V, Sec. 2). Election of each Board member shall be by a plurality vote of the Association members present and voting. In no case will any person be entitled to more than one (1) vote. Proxies are not allowed.
The Secretary and the Election Committee shall compile and furnish to the President a list of eligible voters prior to the date of the General Membership Meeting at which the election is held.
The Election Committee will make public by announcement and posting the final results of the election. Section 5
In the event of a tie vote, members of the current board will (in the absence of any member who may be involved in the tie), by a simple majority of those voting, decide who shall serve. In addition, they will recommend to the new Board, at the next Board Meeting, that other candidates involved in the tie vote be designated an alternate Board member or a Board member in an unfilled position.
ARTICLE VIII – BOARD OF DIRECTORS
The affairs of the BHA shall be managed by the Board of Directors, which shall consist of the officers and directors described in Article IX. In addition, the Board may consist of additional members who shall be proposed by the Nominating Committee and the Board for election and elected by the general membership. The duties of such additional Board members shall be prescribed by the President. If proposed and elected, more than one person may share the duties described in Article IX, and each person shall be considered a separate member. All board members duly elected may attend meetings and have full voting privileges.
Persons applying for or accepting nomination for election to the Board must be in a position to donate sufficient time to assure proper discharge of the duties and responsibilities of their position.
A Board member who accrues three (3) consecutive un-excused absences from regularly scheduled or special Board Meetings shall be notified by the Secretary of such un-excused absences. Upon fourth un-excused absence, the position may be deemed vacant upon a majority vote of the Board and a replacement may be appointed by the Board.
No Board member shall be permitted to coach, manage, or assist coaches or managers of hockey teams in a division where they are serving as the Division director without express permission of the board. Furthermore, no board member shall be allowed to vote on any matter which would directly affect any team with which they are involved as a coach, manager, assistant coach, or parent of a player.
Board members elected to a full term by the Association membership in accordance with Article VII, Sec. 2 shall serve for a period of one (1) year commencing May 1 following the election. A President may not serve more than two (2) consecutive terms in such office.
Commencing May 1 following the election, the newly elected officers and directors, shall take over the management and operations of BHA. Outgoing members of the Board shall be encouraged to attend the next Board Meeting following the election to insure a smooth transition and to make recommendations.
The President shall appoint a person to fill out the term of any remaining Board position which was not filled at the time of General Membership Meeting election or which is rendered vacant by resignation or removal. This appointment shall be subject to the ratification of a majority of the remaining board members present and voting at the next Board Meeting.
Any member may be removed from that office by a simple majority vote of the full board at a regular or special Board Meeting whenever such action is deemed in the best interest of the BHA.
The Board of Directors shall have the authority to fill vacancies occurring from whatever reason. The Board shall also have the authority to appoint an Association member to serve for a Board member who is temporarily absent. Said appointment shall remain in effect until the absent member is able to attend Board Meetings.
At all board Meetings where a Board member is called upon to cast a vote, said member must personally be present and is entitled to one (1) vote, except as provided in Article VIII, Sec. 4.
Five (5) Board members present at a properly called Board Meeting, where all Board members have been notified as required herein, shall constitute a quorum. A quorum of the Board is required to conduct the business of the BHA.
Board meetings will be scheduled by the President as required for the purpose of conducting the business of the BHA. Forty-eight (48) hours advance notice of such meeting is required. Special Board Meetings may be called by any Board member, in which case members must be notified at least five (5) days in advance.
The President shall call a minimum of two Board Meetings each fiscal term, in addition to any board Meetings which may occur at the time of General Membership Meetings (See Article VI).
ARTICLE IX – MEMBERS OF THE BOARD
The Board of Directors of the Association shall include the following officers: President, First Vice-President, Second Vice-President, Secretary and Treasurer. In addition, the Board shall consist of the following directors: Ice Coordinator, League Director, Publicity Director, Equipment Director, Sponsor Director, City Liaison, Novice Director, Mite Director, Squirt Director, PeeWee Director, Bantam Director, Midget Director, Girl’s/Women’s Director, Travel Director, Playoff Director, Registrar, Scorekeeper, and MAHA Liaison or Representative.
The President’s duties include:
Responsibility for all league operations subject to the approval of the Board
Responsibility for the day-to-day operations of the BHA.
Appointment of individual board membership where vacancies exist, subject to the approval of a majority of the other Board members.
Presiding at all meetings of the Board, the Executive Committee, and the Association membership.
In the absence of a City Liaison, the President shall maintain a direct liaison with the City of Birmingham.
Establishing and publishing the date, time and place of all Board, General and Executive Committee Meetings.
Serving as ex-officio on all committees of which he is not a member.
Designating the chairperson or acting chairperson on all committees where the position is not filled or active.
Supervising and directing the activities of all officers and directors of the Board and seeing that the respective functions of those members are performed.
Shall serve as liaison between individual travel teams and the BHA Board.
Must represent the Birmingham Hockey Association at all league board meetings.
In addition, the President is granted executive privilege and authority to act in emergency matters of either a policy, operating or financial nature; such actions must be presented to the board of Directors at or before the next regularly scheduled meeting, and the Board shall affirm, modify or repeal said acts.
The President shall have full voting privileges in all matters to come before the Executive Committee, the Board or the General Membership. However, the President shall not exercise his or her vote unless it is to break a tie.
The 1st Vice-President’s duties include:
Serving as President Pro-Tem, in the absence of the President. While serving in this capacity, the 1st Vice-President shall have full authority and privileges of the office of President.
Serving as chairperson of the Election Committee and as a member of the Executive and Finance Committees.
Selecting and maintaining an insurance program to cover each registered player in the Association and all Association property and filing claims as required.
Being in charge of all fund raising projects, assisted by the Treasurer and others related to said project.
Serving as Association auditor when necessary.
In the absence of a MAHA Liaison or Representative, shall be responsible for Association dealings with MAHA and USA Hockey and attending or designating a person to attend all MAHA, USA Hockey, and other meetings pertaining to BHA.
Annually review the insurance coverage requirements of the Birmingham Hockey Association, including the Board of Directors, and assure that proper coverage is provided for.
The 2nd Vice-President’s duties include:
Having the powers and performing all duties of the President and the First Vice-President in their absence.
Chairing the Constitution and By-Laws Committee and scheduling a meeting of said committee and reporting any suggested revisions or amendments of said committee to the Board prior to the September/October General Membership Meeting.
Directing the activities of the Sponsor Director and Equipment Director.
Obtaining a photographer to take annual team pictures.
Purchases sponsor plaques with the approval of the Board.
The Secretary’s duties include:
Responsibility for maintaining all BHA documents such as: Constitution, By-Laws, and league agreements, and a list of voting members.
Having responsibility for the minutes of all meetings of the Association membership, the Board of Directors and the Executive Committee, and with the approval of the Board, appointing someone to take minutes. Approved minutes of all meetings shall be made available to any member upon request, subject to Board approval.
Seeing that all notices of Association membership, Board and Executive Committee meetings are duly given in accordance with the provisions of this Constitution and as required by the By-Laws.
The Treasurer’s duties include:
Responsibility for implementing and administering proper accounting procedures and records governing the finances of the Association, fund raising and/or special projects involving cash transactions and collecting all monies due BHA.
Direct accountability for receipts, disbursements, and control of all Association funds.
Serving as chairperson of the Finance Committee and calling all necessary meetings of the Finance Committee, including one meeting prior to the March/April General Membership Meeting. (See Article VI, Sec. 3.B.) Being a member of the Executive Committee
Responsibility for initial preparation and presentation of all financial reports to the Finance Committee, the Board and the General Membership as required by this Constitution and By-Laws.
Responsibility for arranging for annual financial statement subject to Board approval.
Submitting a financial report at the March/April General Membership Meeting or at the request of any officer of the Board. (See Article VI, Sec. 3.B.)
Assisting the 1st Vice-President and/or other committees on fund raising projects.
Making all disbursements from Association funds by check signed by the Treasurer or the President or, in their absence, with the consent of the Board, the 1st Vice-President or 2nd Vice-President.
Responsibility for reviewing the financial statements of all travel teams 3 times per season, and the reporting of that status to the board.
Responsibility to report all delinquent debts, on a monthly basis, to the board.
The League Director’s duties include:
Directing the operations of the recreational house league for Association members.
Shall recommend for selection, coaches for the regular league season. Shall consult the Division director involved in such selections.
Shall direct the player evaluations and the draft of each team in each division, in conjunction with the respective Division Directors.
Shall insure that the association’s constitution and by-laws are adhered to in each division.
Shall direct and supervise the activities of all Division Directors, the Playoff Director, and the Ice Coordinator and insuring that the duties of those directors are accomplished.
Shall have the authority to determine, together with the President and Division Director, situations arising from emergencies or questions that are not provided for in the rules and regulations or By-Laws, until such time as they may be acted upon at the regular scheduled Executive Committee, or Board Association meeting.
Shall recommend the issue of player releases, and submit upon approval of the Executive Committee or the Board. Issuing player releases, upon approval of the Executive Committee or the Board.
Shall report all written complaints and protests submitted to him to the Executive Committee or the Board.
Ensure that all registration paperwork is completed. Ensure all teams are properly registered before any league plan can begin.
The Ice Coordinator’s duties include:
Shall work in conjunction with the President or Board members to obtain sufficient ice time for the Association.
Shall coordinate the scheduling or re-scheduling of all ice time for the Association.
Shall provide the President, the League Director, and all Division Directors with a schedule encompassing all ice for practice time, league, and travel games.
Shall arrange referees for all league and play-off games.
The Sponsor Director’s duties include:
Obtaining sponsors for all Association teams prior to the commencement of Association games.
Maintaining a current sponsor list and furnishing said list to the Secretary.
Providing appropriate recognition for each sponsor as determined by the Board of Directors.
Being a member of the Finance Committee.
Seeking out any financial support for the Association as required, in conjunction with the Finance Committee.
The Equipment director’s duties include:
A. B. C.
Section 11 The Publicity A. B. C.
Purchasing, with the approval of the Board, necessary equipment such as uniforms, goalie equipment, and any other properties of the Association as may be required.
Maintaining a current record of all Association-owned equipment and furnish said list to the 1st Vice-President so that said equipment may be insured.
Responsibility for disbursement, collection, and maintenance of all Association equipment. Said equipment shall be collected at the end of the season and securely stored during the off-season.
Director’s duties include:
Shall serve as editor of a BHA newsletter to be published as directed by the Board.
Shall be responsible for the factual reporting of events on game score sheets.
Shall be responsible for the publishing of league statistics in local newspapers and other sources as directed by the Board.
Shall be responsible for promoting fall registration, recruiting flyers, and other interests of the Association to the public.
The Registrar’s duties include:
Responsibility for maintaining all registration documents.
Shall keep a register of the name, post office address, and telephone number of each association member.
Shall serve as chairperson of the registration committee and official MAHA registrar of the BHA.
Approval and verification of MAHA rosters and listing of players, coaches, and managers in all USA Hockey, MAHA and league classifications. Must submit all rosters to MAHA district registrar for certification within time schedule set forth by MAHA.
Shall be responsible for player registration at the beginning of each season, in conjunction with the Registration Committee.
The Division Director’s duties include:
Shall be responsible for the complete operation of his particular division.
Shall determine, along with the President and League Director, situations arising in affected divisions from emergencies or questions that are not provided for in the Constitution or By-Laws, until such time as they may be acted upon at a regularly scheduled Board or Executive Committee Meeting.
Shall serve on the Registration Committee and, in that capacity, shall coordinate the registration of players in his division and submit registrations to the Registration Committee.
Shall serve as recorder of all division statistics, recording and certifying leading scorers, penalties, awards, league standings, and shall keep said records up to date on a weekly basis.
Shall keep league standing board, located at the ice arena, up to date weekly with current division information, such as: division standings, leading scorers, general information, and upcoming events.
Shall coordinate, plan and provide leadership along with the League Director, for player evaluations and team drafts in each division.
Shall report all written complaints and protests submitted to him, to the League Director or the President.
Shall not be a coach, assistant coach, or manager of a team in the division of which he is a Director, except as specifically authorized by the Board.
Shall be responsible for the supervision of the collections of players dues, statistics, registration forms, insurance claims, and equipment, within his division and forwarding of same to the League Director or to the other appropriate officer or director.
Shall attend all division and play-off games within his division or arranging for another Board member or designated assistant to stand in for him in case of absence. Shall be responsible to see that time is kept, the game is scored and penalties are served for each league and play-off game.
Shall convey the rules and regulations of the Association, as set forth in the Constitution and By-Laws of the Association, to all players, coaches, and managers, and attend to problems and disputes in his division as required.
Shall recommend the termination of any coach, assistant coach or manager to the League Director or the President.
Shall insure that a first-aid medical kit is available prior to the start of every game.
Shall nominate qualified coaching candidates to the League Director as required.
Shall appoint an assistant Division Director to act as his designated assistant. This assistant shall have the authority to act in the Division Director’s absence.
Furnishing the statistics of all games within his division to the Publicity Director and League Director in a timely manner, or as directed by the Board.
Shall keep up-to-date team rosters of each team within his division and report any roster changes to the League Director and the 1st Vice-President, and the Registrar.
The Playoff Director’s duties include:
Aiding and assisting players, coaches, managers, and teams participating in any Association sponsored tournament or play-off games.
Coordinating and directing all Association sponsored tournaments determined by the board, including division playoffs.
Coordinating and planning all tournaments with other associations or teams outside the BHA.
Purchase awards and/or trophies for players of play-off games.
The Travel Director’s duties include:
Recommending the travel program for board approval in accordance with the by-laws:
Number of teams
Level of teams (A, AA, AAA)
Planning, Advertising and supervising all try-outs.
Coordinating purchase of all practice and game equipment.
Assisting the 1st Vice-President in dealings with MAHA pertaining to travel teams.
Assisting the Treasurer and fund raising director in any monetary matters pertaining to travel teams.
Assisting the Ice Coordinator in scheduling practice times, games, and referees for travel teams.
Assisting the Publicity Director in obtaining articles for the newsletter from all travel teams.
Reporting all written complaints and protests submitted to him to the Executive Committee.
The City Liaison’s duties include:
Maintaining a direct liaison with the City of Birmingham.
Report to the board all City of Birmingham issues which relate to the Association.
The Scorekeeper/Announcer’s duties include:
Provide game sheets to coaches.
Announce games where possible.
ARTICLE X – COMMITTEES
The following committees shall exist permanently: Section 1
Executive Committee. The Executive Committee shall consist of the officers of the Board (President, 1st Vice-President, 2nd Vice- President, Secretary, Treasurer). The duties of the Executive Committee shall be as follows:
Possessing and exercising the authority of the Board of Directors in all affairs of the Association between meetings of said Board.
Responsibility for the enforcement of all rules and regulations as set forth in the Constitution and By-Laws of the Association.
Having the authority to suspend any member, coach, manager, or player for conduct detrimental to ice hockey, either on or off the ice, including abusive language to game officials or Association members.
Responsibility for all rule interpretations of the Association’s Constitution and By-Laws.
Meeting at the call of the President. Three officers (including the President) shall constitute a quorum. Minutes may be kept at the discretion of the President.
Constitution and By-Laws Committee. This Committee shall consist of the 2nd Vice-President as chairperson, the Secretary and the League Director, and shall have the following duties:
Reviewing and improving the Constitution and By-Laws.
Submitting recommendations and revisions of the Constitution and By-Laws to the Board of Directors prior to September/October General Membership Meeting.
Finance Committee. The Finance Committee shall be chaired by the Treasurer and shall consist of the 1st Vice-President and the Sponsor Director as members and shall have the following duties:
Establishing programs designed to meet the financial needs of the Association.
Preparing a financial statement for each fiscal year for Board of Director’s approval and submission to the March /April General Membership Meeting.
Suggesting financial policy to the Board, as required, to insure the financial stability of the Association.
Insuring all financial programs be approved by the board prior to implementation.
Meeting at the call of the Treasurer.
Election Committee. The Election Committee shall be chaired by the 1st Vice-President and shall consist of the League Director and Publicity Director. The duties of the Election Committee shall be:
Meeting at least ten days prior to March/April General Membership Meeting to qualify candidates for each vacancy on the Board of Directors and determining eligible voters.
Responsibility for organizing and publicizing the Board of Directors elections in a timely manner.
Soliciting names for vacancies by public notice prior to March/April General Meeting and considering all such names for nomination.
At the March/April General Meeting recommending to the membership of the Association the nominations for election to the Board of Directors. If requested by the President, submitting such nominations to the Board prior to the March/April General Meeting.
Registration Committee. The Registration Committee shall be chaired by the League Director (Registrar) and (the League Director and) all Division directors shall be members of the committee. This committee shall:
A. B. C. D.
E. F. G.
Make public the date, time, and place where individuals may register to participate in the program of the BHA.
Establish and administer registration procedures.
Obtain necessary participant information.
Prepare and submit necessary USA Hockey and MAHA registration materials for the Association, players, coaches, and managers.
Assess registration fees as directed by the Treasurer or Board.
Schedule ice time for player evaluations and ensure drafts are carried out in accordance with Association By-Laws. Make public the date, time and place of any clinics, programs, etc. sponsored by the BHA.
may appoint, with the approval of the Board, such other committees as deemed necessary to conduct the official
ARTICLE XI – PARTICIPATION OF OTHERS
Nothing in this Constitution shall be construed to bar participation by other Association members in functions which are the responsibility of the elected Board members. Volunteer assistance shall always be welcomed and encouraged. However, appointments of volunteers to positions of responsibility are subject to Board approval and volunteers will serve at the discretion of the Board.
ARTICLE XII – FINANCIAL COMPENSATION OF A DIRECTOR
With a two-thirds majority vote of the Board members present at a regularly scheduled Board meeting, the board of Directors may approve financial compensation to a Director for performance of the duties of a position. Compensation can not be awarded to Association Officers (President, First and Second Vice-Presidents, Treasurer and Secretary). Directors which are awarded financial compensation shall become non-voting members of the Board. Director positions which are financially compensated, shall not be concurrently filled by a voting position on the Board. The President shall be empowered to designate a Board member to supervise the assigned functions of a financially compensated Director.
ARTICLE XIII – HEARINGS
Problems, disputes, grievances, etc., arising under the policies, procedures, By-Laws, rules and regulations which serve for governing the BHA will, when necessary, be dealt with by the Executive Committee and/or the full Board. When discussions with appointed officials, such as referees, coaches, or Division Directors fail to resolve a matter, any Association member may request a hearing before the Executive Committee. If the matter is not satisfactorily resolved at the Executive Committee hearing, a hearing before the full Board may be requested. All requests for hearings shall be in writing, to define the matter to be considered and, when appropriate, the Executive Committee shall submit a written report to the Board to explain in detail what has been done to resolve the matter. Requests for hearings shall be addressed to the Birmingham Hockey Association, at its principle office. Upon receipt, such requests shall be referred to the Chairman of the Executive Committee who will convene the requested hearing pursuant to the By-Laws.
business of the Association.
ARTICLE XIV – FISCAL YEAR
The fiscal year of the Association shall end on the 30th day of April in each year, unless otherwise ordered by the Board.
ARTICLE XV – AUDITED STATEMENT
If requested by a majority vote of the Board of Directors, there shall be presented to the Board of Directors an audited statement from a certified public accountant of the income and expenditures of the Birmingham Hockey Association as of the fiscal year end.
ARTICLE XVI –- BONDING
Persons having check signing authority on the general funds of the BHA, if requested by the majority vote of the Board of Directors, shall be bonded in an amount as determined by the Board of Directors.
ARTICLE XVII – AMENDMENTS
This Constitution may be altered or amended by a majority vote of the registered voting members present and voting at any regular or special meeting of Association members, provided that a proper notice for such meetings and a quorum is present. Notice of changes in the Constitution must be posted at the Ice Arena at least two weeks in advance of any meeting at which such changes are to be considered.
ARTICLE XVIII – CONTRACTS AND CONVEYANCES
When the execution of any contract or other instrument has been authorized in advance by the board, the President, 1st Vice-President or 2nd Vice-President may execute the same in the name of the Association.
The Board of Directors shall have the power to specifically designate other agents who shall have the authority to execute any instrument on behalf of the Association.
The President shall have the power to bind the Association by written contract or conveyance without the specific authorization in advance by the Board, provided his action is submitted for ratification at the next regular or special Board Meeting. The Board may ratify or rescind the action of the President, and shall keep a record listing the names and addresses of all the members.
ARTICLE XIX – BOOKS AND RECORDS
The Association Secretary shall keep accurate and complete Association records or accounts and shall also keep minutes of all Board of Directors and General Membership Meetings and any Executive Committee Meetings deemed necessary by the President, and shall keep a record listing the names and addresses of all members.
All books and records of the Association may be inspected by any member for any proper purpose at any reasonable time upon written request to the Association.
ARTICLE XX – INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Section 1 – Actions in the Best Interest of the Association
The Association shall have the power to indemnify any person 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, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Association against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, and no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or it’s equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 2 – Actions By or in Right of the Association
The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgement in its favor by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Association against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Association, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Association unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he or she is fairly and reasonably entitled to indemnification for such expenses which the Court shall deem proper.
Section 3 – Determination of Indemnification
Any indemnification under Article XX, Sections 1 and 2 (unless ordered by a Court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Articles XX, Sections 1 and 2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum (as defined in Article VIII, Section 11 of this Constitution) consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. Notwithstanding the failure or refusal of the Directors or counsel to make provision therefor, such indemnification shall be made if a court of competent jurisdiction made a determination that the Director, Officer, employee or agent has a right to indemnification hereunder in any specific case upon the application of such Director, Officer, employee or agent.
ARTICLE XXI – LIABILITY LIMITATIONS
To the full extent permitted by law, no volunteer director of the Association shall be personally liable to the Association or its members for damages for breach of the director’s fiduciary duty.
The Association assumes the liability for all acts or omissions of a non-director volunteer, provided that:
A. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority; B. The volunteer was acting in good faith;
C. The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;
D. The volunteer’s conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle as described in Section 209 (e)(v) of the Michigan Nonprofit Corporation Act.