By-Laws

ARTICLE I – GENERAL PROVISIONS

1.1 Purpose.

These Bylaws constitute the code of rules for the regulation and management of GEORGIA LACROSSE OFFICIALS ASSOCIATION, INC. (the “Corporation”), as authorized by its Articles of Incorporation. As used in these Bylaws, (i) the “Articles of Incorporation” refer to the Articles of Incorporation of the Corporation, as filed with the Secretary of State of the State of Georgia; and (ii) the Georgia Nonprofit Corporation Code (or a section codified in Chapter 3 of Title 14 of the Official Code of Georgia Annotated) is referred to as the “Code” (or “Code Section”). These Bylaws are adopted in order to fulfill the objectives of the Corporation as stated in the Articles of Incorporation and Code Section 301, and to exercise the powers conferred upon the Corporation under Code Section 302. Not in limitation of the foregoing, the purposes of the Corporation are: (i) to provide game officials for the sport of men’s lacrosse, primarily at the high school level, in the State of Georgia; (ii) to instruct and educate players, coaches, parents, and fans of the sport of lacrosse and the rules governing play; (iii) to train, educate, and certify persons for officiating the sport of men’s lacrosse; (iv) to promote the growth and development of the sport of lacrosse in the State of Georgia; and (v) to engage in any other lawful activity permitted under the Code.

1.2 Registered Office and Agent.

The Corporation shall maintain a registered office in the State of Georgia and shall have a registered agent whose business office is identical with such registered office.

1.3 Business Office(s) Authorized.

In addition to its registered office, the Corporation may have offices at such other place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or as the business of the Corporation may require or make desirable.

ARTICLE II – BOARD OF DIRECTORS

2.1 General Powers.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are authorized or permitted by law, the Articles of Incorporation, and these Bylaws.

2.2 Composition and Term.

The number of directors of the Corporation shall be at least one, but not more than twelve, the precise number to be fixed by resolution of the Board of Directors from time to time. Subject to the foregoing, the initial number of directors of the Corporation shall be the number of directors elected by the Incorporator. Unless and until the Board of Directors adopts a resolution changing the number of directors from the number initially elected by the Incorporator, the number of directors shall remain the same as the number initially elected by the Incorporator. The President, Vice President, Secretary and Treasurer shall by election to their office, become, if not already, a member of the Board of Directors. At any time there are more than four directors, the directors shall serve staggered two-year terms. Except in case of death, resignation, retirement, disqualification, or removal, each director shall serve until a successor shall have been elected and qualified in accordance with Section 2.3 or until there is a decrease in the number of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

2.3 Election, Nomination, and Qualifications.

The annual election of directors will be conducted in accordance with the procedures outlined in this Section 2.3 or elsewhere in these Bylaws.

Any member of the Board of Directors for whom an election is required shall be chosen by the members of the Corporation from a group of nominees, with those nominees who obtain the greatest plurality of votes being elected.
The Board of Directors will compile a list of proposed nominations for each position on the board. Nominations may also be made by any member in good standing of the organization. No nomination will be placed on the annual election ballot unless the nominee has consented to the nomination.

The election may be conducted at a meeting called for this purpose or by e-mail or paper ballot. If the election is by e-mail or paper ballots, (or a combination these) an e-mail or paper mail ballot shall be sent to each member of the Corporation entitled to vote not later than fifteen (15) days before the date set for the counting of the ballots. Each marked ballot is to be promptly returned to the Secretary by e-mail, or if a paper ballot, in a sealed envelope either by mail or in person. All returned ballots must be received no later than the date set for the counting. At the designated time, the Secretary shall promptly proceed to ascertain and certify the results of the election, and announce these results during the annual meeting.

2.4 Removal of Director.

One or more directors may be removed for cause by the affirmative vote of a two thirds majority of the remaining members of the Board of Directors at a regular or special meeting of the Board of Director as provide for in Article VI. For purposes hereof, “cause” may include a director?s failure to attend three consecutive meetings of the Board of Directors without just cause.

2.5 Vacancies.

A vacancy occurring in the Board of Directors shall be filled for the unexpired term, and until the members shall have elected a successor, by the affirmative vote of a majority of the directors remaining in office (even if such remaining directors constitute fewer than a quorum of the Board of Directors).

2.6 Board Committees.

The Board of Directors may designate from among its members an executive committee and one or more other committees, each consisting of one or more directors, provided that in no event shall any committee have fewer members than is required by the Code. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing such committee. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

2.7 Compensation.

Directors may receive such compensation for their services as directors as may from time to time be fixed by vote of the Board of Directors. A director may also serve the Corporation in a capacity other than that of director and receive compensation, as determined by the Board of Directors, for services rendered in such other capacity.

ARTICLE III – MEETINGS OF THE BOARD OF DIRECTORS

3.1 Meetings.

The Board of Directors will hold at least two (2) regular meetings during each calendar year, and may call other regular meetings of the Board of Directors, or special meetings of the Board of Directors, at the call of the President or any two directors. Any matter relating to the affairs of the Corporation may be brought before the board, unless notice of the matter is required to be included in the notice of the Board of Directors meeting. Notice of each special meeting is to be sent to each director by United States mail, postage prepaid, or by express mail or overnight delivery service, addressed to the address of record in the membership roster, at least two (2) days prior to a special meeting. Where circumstances require a meeting on less than two days’ written and mailed notice, such notification to each member of the Board of Directors may also be made by any other reasonable method. A director?s attendance at or participation in a meeting shall constitute waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

3.2 Procedure Rules at Meetings.

It is understood that in the transaction of its business, the meetings of the members of the Corporation, its Board of Directors and its committees may be conducted with informality; however, this informality does not apply to procedural requirements required in the Articles of Incorporation, these Bylaws, or the Code. When circumstances warrant, any meeting or a portion of a meeting will be conducted according to generally understood principles of parliamentary procedure and as stated in the Articles of Incorporation, or these Bylaws.

3.3 Quorum Voting.

The presence in person of one-third of the members of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board of Directors. Each director shall have one vote on the Board of Directors. Once a quorum is established, all matters put to a vote before the Board of Directors will require the affirmative vote of a majority of directors voting on the matter, in the presence of a quorum, unless a greater majority is required by these Bylaws, the Articles of Incorporation or the Code.

3.4 Adjournments.

A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.

3.5 Participation by Conference Telephone.

Members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a regular or special meeting of the Board or of such committee by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. Participation in a meeting pursuant to this Section 3.5 shall constitute presence in person at such meeting.

3.6 Written Consent Action by Board.

Any action required or permitted by law to be taken at any meeting of the Board of Directors may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by a two thirds majority of the directors. Prior to such action the secretary shall endeavor to notify all directors or the propose action. This consent is the equivalent to a vote of the Board of Directors during a meeting with a quorum, and is to be filed and recorded with the minutes of the Corporation’s Board of Directors. The directors who did not sign the consent action shall be given notice of the action as soon as practicable, but no later than the next meeting of the Board of Directors after the written consent action is signed by a sufficient number of directors.

ARTICLE IV – OFFICERS AND DESIGNATED OFFICIALS

4.1 Number.

The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer. Additionally, the Corporation shall designate from its members individuals to hold the following official positions: a Chief Trainer, a Rules Interpreter, and an Assignor. The Board of Directors shall from time to time create and establish the duties of other officers and officials and elect or provide for the appointment of other officers or officials as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a President, Secretary and Treasurer. Any two or more offices may be held by the same person. Each officer and official of the Corporation must be a Member.

4.2 Election and Term.

All officers shall be appointed by the Board of Directors and shall serve at the will of the Board of Directors with such terms as described in this Section 4.2, and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification. The offices of President and Secretary will be up for renewal in even number years. The offices of Vice President and Treasurer will be up for renewal in odd number years. All appointed positions shall be appointed by the Board of Directors or the President and shall serve at the will of the Board of Directors. The appointed positions will have no term and will serve until removed by majority vote of the board.

4.3 Removal.

The Board of Directors may remove any officer or official elected or appointed by the Board of Directors or the President whenever in its judgment the best interests of the Corporation will be served thereby. A vacancy in the office of any officer may be filled by appointment of the Board of Directors for the unexpired portion of the term. Any vacancy in an official position may be filled by the President.

4.4 President.

The President shall be the chief executive officer of the Corporation and shall have general supervision of the business of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as may from time to time be delegated to the President by the Board of Directors. The President shall preside at all meetings of the members and the Board of Directors of the Corporation. The President may sign and execute all contracts and other obligations and documents in the name of the Corporation.

4.5 Vice President.

The Vice President shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President. In addition, the Vice President shall perform whatever duties and have whatever powers the Board of Directors or President from time to time may assign.

4.6 Secretary.

The Secretary shall maintain and provide access to the records of the Corporation as required by the Code; record the minutes of all proceedings of the Board of Directors of the Corporation; and report on matters to the Board of Directors and the membership of the Corporation. The Secretary shall keep the minutes of all meetings of the members; have charge of the records and papers of the Corporation; and certify officials for appointment. Unless the Board of Directors shall otherwise direct, the Secretary will serve as the Corporation?s liaison to the Georgia High School Association. The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require the Secretary?s signature. The Secretary shall perform whatever additional duties and have whatever additional powers the Board of Directors or President from time to time may assign.

4.7 Treasurer.

The Treasurer shall maintain the financial records of the Corporation; prepare the annual accounting and financial statement of the Corporation (which may be prepared by a certified public accountant when authorized by the Board of Directors); and report on these matters to the Board of Directors of the Corporation. The Treasurer shall have charge of the books of account and keep the funds of the Corporation, endorse and deposit all checks, notes and other payments; pay all proper bills and expenses, and sign all receipts and vouchers for payments made to the Corporation; and render an accurate report of all receipts and disbursements and the financial condition of the Corporation at all regular meetings. The Treasurer shall perform whatever additional duties and have whatever additional powers the Board of Directors or President from time to time may assign.

4.8 Chief Trainer.

The Chief Trainer shall be the primary training authority for the Corporation. In this capacity the Chief Trainer will develop or approve training programs to achieve the successful nurturing of new officials, and shall be responsible for training and supervision of the members and prospective members. The Chief Trainer will also be responsible for disseminating the mechanics to be used by the Corporation?s members for Association assigned games. The Chief trainer shall perform whatever additional duties and have whatever additional powers the Board of Directors or President from time to time may assign.

4.9 Rules Interpreter.

The Rules Interpreter shall be responsible for rules interpretations. This person will serve as a liaison between the National Federation (as of 2002 the rule making authority for high school lacrosse), or subsequent organization that establishes itself as a rule making body for Georgia high school lacrosse and other recognized Rules Interpreters. The Rules Interpreter shall perform whatever additional duties and have whatever additional powers the Board of Directors or President from time to time may assign.

4.10 Assignor.

The Assignor shall be the appointing authority for games which are assigned by the association. The Board of Directors or the president may appoint one or more Area Assignors and delegate any of his responsibilities to such persons. The Assignor shall perform whatever additional duties and have whatever additional powers the Board of Directors or President from time to time may assign.

ARTICLE V – MEMBERS

5.1 Members.

Members shall be those persons who shall apply for membership satisfy the membership criterion as may be established by the Board of Directors from time to time, and be accepted as members by the association. To remain as members in good standing the members must attend the minimum required number of clinics as establish by the Board of Directors and satisfy other required member obligations including payment of required dues and fees. If deemed desirable by the Board of Directors, classes of membership may be established with different or additional criterion.

5.2 Transfer of Membership.

Transfer of membership will be determined by the Board of the Corporation. Documentation of like experience will be the basis for determining the level of membership that a new member will receive.

5.3 Annual Business Meeting.

The annual meeting of members of the Corporation shall be held one time each year, at such time and place as shall be designated by the Board of Directors. The business to be conducted by the members at the annual meeting shall be the election of directors in accordance with Section 2.3, or as otherwise provided by law or by these Bylaws and other matters, so long as notice of the general matters to be address is given to the membership prior to the meeting. The President shall give notice of the time and place for the annual meeting at least three (3) weeks prior to the date of the meeting.

5.4 Special Meetings.

A special meeting of the members may be called at any time by the President or any two directors. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.

5.5 Quorum.

The presence of at least five percent (5%) of the members, either in person or by proxy, shall constitute a quorum. Except as otherwise required by law or these Bylaws, the act of a majority of the members at any meeting at which a quorum is present shall constitute an act of the members? meeting. The members present at any meeting, whether or not a quorum is present, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

5.6 Votes of Members.

Each member shall be entitled to one (l) vote upon each matter submitted to the membership.

5.7 Proxies.

At all meetings of the members, a member may vote either in person or by proxy executed in writing by the member. Such proxies shall be filed with the Secretary before or at the time of the meeting.

5.8 Participation by Conference Telephone.

Members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a regular or special meeting of the Board or of such committee by, or conduct the meeting through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting. Participation in a meeting pursuant to this Section 5.8 shall constitute presence in person at such meeting.

5.9 Annual Dues.

The annual dues for the Membership shall be set annually by the Board of Directors of the Corporation.

ARTICLE VI – SUSPENSIONS, EXPULSIONS, and REMOVALS

A member of the Corporation, an officer or a member of the Board of Directors of the Corporation may be suspended, expelled or removed from office and/or membership if it is determined by a two-thirds vote of the Board of Directors that such action should be taken due to one or more of the following:

6.1.

If the member, officer, member of the Board of Directors is unable or fails to perform the person?s duties or responsibilities to the Corporation.

6.2.

If the member, officer or member of the Board of Directors, acts or continues to act in a manner which is significantly detrimental to the sport of lacrosse or the purposes of the Corporation.

Such action may be taken by the Board of Directors only after giving the Member, officer or member of the Board of Directors not less than thirty (30) day?s prior written notice of the proposed action, the reason for the proposed action, and after giving the member, officer or member of the Board of Directors a reasonable opportunity to be heard orally or in writing prior to any such action. A Member, officer, or member of the Board of Directors may waive the opportunity to be heard, waive such notice or agree to a shorter notice.

ARTICLE VII – CODE PROVISIONS INCORPORATED

7.1 Indemnification.

Authority to Indemnify. Except as otherwise provided in this section, the Corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability to pay a judgment, settlement, penalty, fine (including the obligation to pay an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, incurred with respect to the proceeding if:

  1. Such individual conducted himself or herself in good faith; and such individual reasonably believed:In the case of conduct in his or her official capacity as director of the Corporation, that such conduct was in the best interests of the Corporation;In all other cases, that such conduct was at least not opposed to the best interests of the Corporation; and In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

A director’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraphs (1) and (2) of this Section 6.1(A). Further, the termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. The Corporation may not indemnify a director under this section in connection with a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has meet the relevant standard of conduct under this section, or in connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity as a director of the Corporation.

Mandatory Indemnification. The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the Corporation against the reasonable expenses incurred by the director in connection with the proceeding.

Advance for Expenses. Before the final disposition of a proceeding, the Corporation may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to that proceeding because he or she is a director if he or she delivers to the Corporation:

  1. A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 6.1(A) (and in O.C.G.A. ? 14-3-851), or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles of Incorporation (as authorized by O.C.G.A. ? 14-3-202(b)(4)); and
  2. His or her written understanding to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under the provisions of ? 14-3-853 of the Code or under these Bylaws. This understanding must be an unlimited general obligation of the director but need not be secured and may be accepted by the Corporation without reference to the financial ability of the director to make repayment.
  3. Authorizations under this section shall be made by the Board of Directors: (a) where there are two or more disinterested directors, by a majority vote of all of the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (b) when there are fewer than two disinterested directors, then by the affirmative vote of a majority of directors present, in the presence of a quorum, unless the vote of a greater number of directors is required for action by the board (in accordance with O.C.G.A. ? 14-3-824(c)) and in which authorization directors who do not qualify as disinterested directors may participate.

Court Ordered Indemnification or Advance for Expenses. A director who is a party to a proceeding because he or she is a director may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of the application and after giving any notice it considers necessary, the court shall order indemnification or advance for expenses if it determines:

  1. that the director is entitled to indemnification under this Section 6.1, or
  2. in view of all of the relevant circumstances, that it is fair and reasonable to indemnify or advance expenses to the director, even if the director has not met the relevant standard of conduct in Section 6.1(A), or failed to comply with the procedure in Section 6.1(C), or was adjudged liable in a proceeding by or in the right of the corporation, except for reasonable expenses, incurred in connection with the proceeding if it is determined that the director has meet the relevant standard of conduct under this Section 6.1, or in connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity as a director of the Corporation.
  3. If the court determines that the director is entitled to indemnification or advance for expenses, it may also order the Corporation to pay the director’s reasonable expenses, to obtain court-ordered indemnification or advance for expenses.

Procedure for Determination. The Corporation may not indemnify a director under Section 6.1(A) unless authorized under the terms of Section 6.1(A), and a determination has been made for a specific proceeding, that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct set forth in Section 6.1(A). The determination shall be made:

  1. If there were two or more disinterested directors, by the Board of Directors by a majority vote of all of the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
  2. By special legal counsel selected in the manner described in paragraph (1) of this subparagraph or, if there are fewer than two disinterested directors selected by the Board of Directors (in which selection directors who do not qualify as disinterested directors may participate); or
  3. By the members, but a director who at the time does not qualify as a disinterested director may not vote on the determination.
  4. Authorization of indemnification or of an obligation to indemnify and the evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, the authorization of indemnification and the evaluation as to the reasonableness of expenses shall be made by those directors who could select special legal counsel (when there are fewer than two disinterested directors) under subparagraph (2) of this section.

Authorization of Indemnification Exceeding Statutory Levels. This Section 6.1(F) authorizes the Corporation to indemnify or obligate itself to indemnify a director made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations contained in Part 5 of Article 8 of the Code, or of other provisions of this Section 6.1, but the shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not be voted with respect to the authorization. The Corporation shall not indemnify a director under this section for any liability incurred in a proceeding in which the director is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation for:

  1. any appropriation, in violation of the directors duties, of any business opportunity of the Corporation,
    acts or omissions which involve intentional misconduct or a knowing violation of law, the types of liability respecting improper corporate distributions under O.C.G.A. ? 14-3-831, or any transaction from which the director received an improper personal benefit.
  2. Before the Corporation may advance or reimburse expenses of a director prior to the final disposition of a proceeding, as approved or authorized under this section, the director is to furnish to the Corporation a written affirmation of his or her good faith belief that his or her conduct does not constitute behavior described in the preceding sentence of this section and furnishes to the Corporation a written undertaking, executed personally or on his or her behalf, to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this section.

Indemnification or Advance of Expenses for Officer of Corporation; Indemnification or Advance of Expenses for Employees and Agents.

  1. The Corporation may indemnify and advance expenses under this Section 6.1 to an officer of the Corporation who is a party to a proceeding, because he or she is an officer of the Corporation to the same extent as a director, as provided in this Article VI. If an officer of the Corporation is not a director, or although the officer is also a director, because the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer, the Corporation may indemnify or advance expenses to such further extent permitted by the laws of Georgia, except for liability arising out of conduct that constitutes:
    • appropriation, in violation of his or her duties as an officer, of any business opportunity of the Corporation, acts or omissions which involve intentional misconduct or a knowing violation of law, the types of liability for improper corporate distributions (as specified in O.C.G.A. ? 14-3-831), or the receipt of an improper personal benefit.
    • An officer of the Corporation who is not a director is entitled to mandatory indemnification under Section 6.1(B) may apply for to a court for indemnification or advances for expenses under Section 6.1(D) to the same extent to which a director may be entitled to indemnification for advances for expenses.
    • The Corporation shall indemnify and advance expenses to an employee or agent of the Corporation who is not a director to the fullest possible extent, consistent with public policy and to the fullest extent permitted by the laws of Georgia. The procedures for such indemnification or advance shall be consistent with those for directors or officers of the Corporation.

Prior Obligation to Indemnify or Advance Expenses. Pursuant to the provisions of O.C.G.A. ? 14-3-858, the Corporation is authorized to obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses of a director, officer, employee or agent to the fullest extent permitted by the laws of Georgia. The Corporation has power to pay or reimburse a director or officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party. Further, except to the extent limited in Section 6.1(G), this Section 6.1 does not otherwise limit the Corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.

Insurance. The Corporation may purchase and maintain insurance on behalf of each individual who is or was a member, director, officer, employee, or agent of the Corporation, or who, while a member, director, officer, employee, or agent of the Corporation, serves at the Corporations request as a member, director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify or advance expenses to him or her against the same liability under this Article.

The Corporation may obtain and maintain insurance, which may be obtained independently or through its affiliation with U.S. Lacrosse, Inc., the U.S. Lacrosse Official’s Council, or a similar organization, to protect the members, directors, and officers from loss due to (i) injuries sustained while participating in or traveling to and from an activity on behalf of the Corporation, including officiating Corporation-scheduled games, and (ii) claims made by third parties against members, directors, or officers for injury or property damages sustained while such individual was participating in or traveling to and from a Corporation activity, including officiating Corporation-scheduled games. If the Board of Directors determines that such insurance is necessary or desirable it may determine the extent, policy limits, deductible and other terms of such coverage.

Waivers. As a requirement to recognition as a member of the Corporation, each individual shall execute and deliver to the Secretary a waiver of liability that releases the Corporation, its directors, officers, and members from liability for any injuries or damages to person or property arising out of that individual’s membership in the Corporation or participation in any games, clinics, or other activities sponsored, sanctioned, serviced, or scheduled by the Corporation. The waiver shall further certify the Member’s acceptance of his individual obligation to report all compensation from the Corporation to any appropriate local, state or federal taxing authorities.

Definitions for Section. As used in this Section 6.1, unless the context clearly requires a different meaning, the term:

  1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’ existence ceased upon consummation of the transaction.
    “Director” or “officer” means an individual who is or who was a director or officer (including designated officials), respectively, of the Corporation, or who, while a director or officer of the Corporation, is or was serving at the Corporation’ request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is consider to be serving an employee benefit plan at the Corporation’ request if his or her duties to the Corporation also impose duties on, or otherwise involve services by the director or officer to the plan or to participants in or beneficiaries of the plan. Further, unless the context otherwise requires, “director” or “officer” includes the estate or personal representative of a director or officer.
    “Disinterested Director” means a director who at the time of a vote or other action by the Board of Directors of the Corporation is not a party to the proceeding; or is an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
    “Expenses” includes counsel fees.
    “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
    “Member” means an individual who is or who was a Member, as set forth in Section 5.1 hereof.
    “Official capacity” means when used with respect to a director, the office of director in the corporation, and when used with respect to an officer, as contemplated in Section 6.1(G), the office in the Corporation held by the officer. “Official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
    “Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
    “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal.

7.2 Procedures Where Director has Conflicting Interest in Transaction.

The provisions of Part 6 of Article 8 of the Code, relating to rules governing the procedures to be applied where a director has a conflicting interest in a transaction involving the Corporation, is adopted by the Corporation by this reference, as a bylaw of the Corporation.

7.3 Sales of Assets Outside Regular Course of Business.

The provisions of Article 12 of the Code, relating to the sale of all, or substantially all of the assets of the Corporation outside the regular course of business, is adopted by the Corporation by this reference, as a bylaw of the Corporation.

7.4 Corporate Seal.

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on all appropriate papers.

7.5 Bank Accounts and Loans.

Bank Accounts.

Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors, until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer.

Loans.

Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial papers and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances, and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

ARTICLE VIII – AMENDMENTS

8.1 Amendments to Articles of Incorporation.

Any change in the Articles of Incorporation of the Corporation is not adopted unless each proposal is submitted to the Board of Directors for a vote as to whether the proposal should be adopted or be adopted with amendments. Proposals may be initiated by a vote of the Board of Directors, or by any two directors of the Corporation. No proposal to change the Articles of Incorporation is adopted unless a majority of the directors affirmatively vote to approve the proposal. Once adopted, no change is effective until it is filed with the Georgia Secretary of State as required by the Code.

8.2 Amendments to Bylaws.

Any change in the Bylaws of the Corporation is not adopted unless each proposal is submitted to the Board of Directors for a vote as to whether the proposal should be adopted or be adopted with amendments. Proposals may be initiated by a vote of the Board of Directors, or by any two directors of the Corporation. No proposal to change the Bylaws is adopted unless a majority of the directors affirmatively vote to approve the proposal. Once adopted, any change to these Bylaws is immediately effective, unless some later date is designated in the proposal.

(Bylaws as adopted April 2002)