OFFICIAL BY-LAWS
OF THE
SILVER LAKE
YOUTH FOOTBALL
ORGANIZATION
REVISED: MARCH 2007
BYLAWS - MARCH 2007
SILVER LAKE YOUTH FOOTBALL/CHEERLEADING
ARTICLE I - NAME AND OBJECT
Section 1. NAME
The name of the organization shall be Silver Lake Youth Football, hereinafter referred to as SLYF.
Section 2. OBJECT
Its object shall be to inspire youth, particularly but not exclusively from the towns of Kingston, Halifax, Plympton, to practice the ideals of sportsmanship, honesty, loyalty, courage and fair play; maintain and provide a supervised program of competitive football games; and to be governed by the Constitution and Bylaws of the Old Colony Youth Football Association.
ARTICLE II - MEMBERSHIP
Section 1. MEMBERS
The membership of SLYF shall be composed of parents of players and Cheerleaders, all volunteers, (Board Members, officers, quasi-executives, staff workers who are coaches, assistants, and helpers with everything from chains and down-markers to concessions) and honorary members.
The parents obtain membership by enrolling a player or cheerleader. Volunteers (other than parents) obtain membership through their volunteer work.
Members can bring issues to the floor for a vote by the Board.
Section 2. HONORARY MEMBERS
His or her actions, public utterances or donations may confer honorary membership on any person who has in some manner furthered the objectives and proposals of SLYF, or, which has benefited the membership. Honorary members shall have no vote in the organization.
ARTICLE III - MEETINGS
Section 1: ANNUAL MEETINGS
The annual meeting of the membership of SLYF shall be held on the First Tuesday in January of each calendar year at a place to be named. The fiscal year will be the calendar year of January Annual meeting date through December 31st. Nominations shall begin at the December regular monthly meeting. At this time, all members present will take nominations from the floor. Revised Mar-07
No other nominations will be accepted after the closing of the December Meeting. The Annual Meeting will be the meeting in which elections take place for positions of an officer on the Board of Directors. At least fourteen (14) days prior to this meeting, the Secretary shall send to a registered email address, or by USPS if an email address is not available, notices and make notice available on the current website of the Annual Meeting to all members. A quorum at the said Annual Meeting or any special meeting subsequently called in accordance with Section 2 of Article III shall consist of five (5) members present. [04]
In order to have the Bylaws effective, SLYF needs at least five (5) people, not including the Board of Directors, present at each meeting. If no quorum is present at an Annual Meeting, an adjournment will be taken for a date not less than seven (7), nor more than fifteen (15) days thereafter. The members present at any such adjourned meeting shall constitute a quorum regardless of the number of persons present. Notice of any adjournment shall be given by the SLYF Secretary to a registered email address or in writing and sent by USPS, if an email address is not provided, and posted on the current website to all members not less than five (5) days previous to the date of the meeting as fixed in the adjournment. [04]
Section 2. REGULAR MEETING
The regular meeting of the membership of SLYF shall be held on a Tuesday of each month of the calendar year at a place to be named at a time of seven (7) p.m. The regular meeting shall consist of the Board of Directors and anyone from the membership for discussions of issues of concern, betterment, and up-coming events for SLYF.
Section 3. SPECIAL MEETING
A special meeting of SLYF may be called at any time by the majority vote of the Board of Directors or shall be called by the President, or in his/her absence, the Vice President, or the Secretary at the written request often (10) members, who shall set forth therein the purpose of said meeting and the purpose of said meeting shall be so stated in the call. An email or written or printed notice to SLYF membership shall be mailed or emailed at least fourteen (14) days prior to such special meeting. [04]
Section 4. BOARD OF DIRECTORS
The Board of Directors shall meet the first Tuesday of every month at a place to be named at six (6) p.m. on a yearly basis. A majority of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board.
No Board Member shall make any changes or decisions concerning the organization of SLYF without consulting the President, and a unanimous vote by the Board at the regular meeting.
Section 5. ORDER OF BUSINESS
The order of business for the above meetings shall be:
- Roll Call.
- The reading of the minutes of the last regular SLYF meeting.
- The reading of the minutes of any Special Meeting. Revised Feb-08
- A report of all Board of Directors meetings held subsequent to the regular SLYF meeting.
- The reading of the Treasurer's report for SLYF and SLYC.
- A reading of the minutes for OCYFL & OCYCL
- A report of the committees.
- Unfinished business.
- New business.
- Elections of Board of Directors (at Annual Meeting).
- Adjournment.
Section 6. PROCEDURE
The meetings will be conducted under Roberts Rules of Order.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. BOARD OF DIRECTORS
The Board of Directors shall be composed of thirteen (13) members. The following thirteen (13) members shall be nominated by all the members present at the December Meeting and voted on by all the present members at January Annual Meeting.
Board of Directors
- President - Will not have a vote
- Head Football Coordinator
- Vice President
- Head Cheer leading Coordinator
- Secretary
- Treasurer SLYF
- Treasurer SLYC
- Manager of Field Operations SLYF
- Manager of concession stand / fund-raising SLYF
- Manager of Field Operations SLYC
- Parent Participation Director
- KYSO Representative
- KYSO Representative
The following fifteen (15) individuals shall be Ex-officio members of the Board of Directors by virtue of their position, but shall not have voting power at monthly Board Meetings, yet may bring issues to the floor for vote.
- OCL Representative
- Cheerleading Coordinator/OCYCA Representative- Head Coordinator
- Three (3)-Parent Representatives from Football
- Three (3) Co-Coordinators from Cheerleading
- Coach Representative selected by Head Coaches of each football team level and each cheerleading squad (7) total. RevisedFeb-08
The above Ex-officio members will be selected in May, three (3) months before the season is to start in August, if feasible. The term for these Ex-officio positions will run May 1st, or appointment date, through December 31st, with the exception of the OCL Representative, 3 Cheerleading Coordinator/OCYCA Representative - Head Coordinator, which will run calendar year, January Annual Meeting Date (TBA) through December 31st.
The Officers shall consist Of President, Vice President, Secretary, Treasurer SLYF Treasurer, and the SLYC Treasurer.
The Treasurer, while holding said office, shall not be eligible for election to the Presidency or Vice Presidency; neither shall the President nor Vice President, while holding said office, be eligible for election to the office of Treasurer.
Section3. TERMS OF OFFICE
The term of office for the Board of Directors to be elected at the Annual Meeting shall be two (2) years, with a six (6) month transition period. The six (6) month transition period will be for the current Board of Directors to help the elected Board of Directors with the regular monthly duties of SLYF. The term of the Board of Directors shall be six (6) months after the Annual Meeting. At which time the new Board of Directors will take over all duties, at the beginning of the season.
Section 4. VACANCIES
In case of vacancies arising in the membership of the Board of Directors, nominations and Elections to fill such vacancies shall be held by the remaining members of the Board of Directors at its next regular meeting by a majority vote. The vacancy shall be filled and held until the next Annual Meeting.
Section 5. DUTIES
The Board of Directors shall have full power to manager SLYF and its affairs. It shall provide for the method of calling its own meetings; it shall make rules and regulations regarding the use and purpose of SLYF; it shall elect from its own members, such committees as it deems proper, and shall have full power to delegate its authority to the President and Treasurers to act for it in financial and property transactions pertaining to the normal operations of SLYF.
The Board of Directors will select two (2) members of SLYF, one Cheerleading Coordinator, the SLYF Treasurer, and the SLYC Treasurer. These five (5) will comprise an Audit Committee and be appointed at the Annual meeting if feasible but no later than the February Monthly Meeting. Their annual audit shall be submitted to the Board of Directors one (1) month after being elected.
Section 6. REMOVAL FROM OFFICE
The Board of Directors shall control and supervise the actions of its members and may remove any member if his/her actions are found to be detrimental to the purposes of SLYF. Revised Feb-08
Section 7. ABSENTEEISM
No Executive member of the Board of Directors shall be absent from a meeting of the Board of Directors for three (3) or more consecutive meetings or more than eight (8) meetings in the aggregate fiscal year unless a majority of the members of the Board of Directors have determined by a majority vote that such absence is an excusable absence and record it as Such.
Section 8. APPEALS
Any member of the Board of Directors who is removed from office under Article IV Section 6 and Section 7 may appeal his/her removal to the members of SLYF and request that a special meeting, under Article III Section 2, be held. This request cannot be denied and must be fulfilled within thirty (30) days of said request.
ARTICLE V - BOARD OF DIRECTORS AND THEIR DUTIES
Section 1. PRESIDENT
The President shall preside at all SLYF meetings and be responsible for the proper conduct, according to "Roberts Rules of Order". The President is responsible to inform the Board and all members on all aspects of league rules and regulations. The President is responsible for the following:
Coordinating all Player Registrations Dates and Forms for SLYF. The president will be responsible for the maintenance of the Internet Website formally known as (silverlakewarriors.org). A volunteer to video all Varsity & Division 5 games home and away. Any individual being considered for the position of President must have served on the SLYF Board of Directors for at least one (1) year.
Section 2. HEAD FOOTBALL COORDINATOR
The Head Football Coordinator shall work under the direction of the President & Vice President and be responsible for coordinating and assisting with football activities for all levels within the organization. The HFC shall be responsible for all CORI checks for the football volunteers and coaches. The HFC shall coordinate and assist with the HCC in a effort to conduct required lawful Cori Checks under the current law of the Commonwealth of Mass, for the SLYF/C program.
The HFC shall assist the President with any required player registrations and filming of game assignments. The HFC will assist the Vice President with any required equipment needs for the SLYF program. The HFC shall be governed by the duties stated in Article IV section 1.
Section 3. VICE PRESIDENT
The Vice President shall preside over meetings in the absence of the President. The Vice President shall also perform duties assigned by the President. The Vice President shall be responsible for all game equipment, including the handouts and returns of all SLYF player equipment and uniforms. Revised Feb-08
The Vice President must inventory and maintain all said equipment and uniforms and recommend yearly to the Board any equipment or uniforms that require replacement and additions to said inventory. In case of the death or resignation of the President, the Vice President shall act in his/her position until a new President shall be elected until a special meeting is called or the next Annual Meeting is held.
Section 4. HEAD CHEERLEADING COORDINATOR
The Head Cheerleading Coordinator shall be responsible for coordinating all cheerleading activities at all levels within the organization and is responsible for all necessary equipment for the operation of SLYC cheerleading programs, which include the following:
- Inventory
- Proper Fitting
- Ordering
- Storage and cleaning
- Replacing uniforms
- Nominating other coordinators
The Head Cheerleading Coordinator must have served as a coordinator in the SLYC program for a minimum of 2 years prior to being elected Head Coordinator. If the position of Head Cheerleading Coordinator becomes vacant during the season, the position will be given preference to a currently serving Cheerleading coordinator, until the time of elections at the next annual meeting.
The Head Cheerleading Coordinator cannot incur financial obligation(s) without prior approval of the SLYF Board of Directors.
The Head Cheerleading Coordinator shall be the SLYC representative to the Old Colony Youth Cheerleading Association.
The Head Cheerleading Coordinator shall be governed by the duties stated in Article V Section
Section 5. SECRETARY
The Secretary shall keep an accurate account of all SLYF meetings and notify SLYF Board members of up-coming meetings or changes of meetings and time. The Secretary will send meeting minutes to all Board Members and Ex-officio within a week for them to review prior to the next scheduled meeting. The Secretary shall receive, route, and maintain all of the SLYF correspondence, records, and files with the exception of Player/Cheerleader registration records.
Section 6. SLYF -TREASURER
The Treasurer shall receive all SLYF assessments and be responsible for maintaining an accurate account of SLYF receipts and disbursements. The Treasurer will also be a member of the Audit Committee. The Treasurer shall pay out money as voted by the Board of Directors Article IV Section 5. The Treasurer's books shall be open at all times for the inspection of any member of the Board of Directors. All funds in the Treasurer's hands shall be deposited without delay in the name of SLYF in such banks, trust companies, or savings banks, as the Board of Directors shall designate. All payments of up to, Two Hundred Dollars ($200.00), must be signed by the Treasurer. Any checks or withdrawals over Two Hundred Dollars ($200.00) for SLYF must be approved by majority vote by the Board of Directors before disbursement. Revised Feb-08
Any registration monies received by SLYF must be in the form of a check or money order and made payable to SLYF. NO CASH.
Any individual being considered for the position of Treasurer must have served on the SLYF Board of Directors for at least one (1) year.
Section 7. SLYC - TREASURER
The Treasurer shall receive all SLYC assessments and be responsible for maintaining an accurate account of SLYC receipts and disbursements. The Treasurer will also be a member of the Audit Committee. The Treasurer shall pay out money as voted by the Board of Directors under Article IV Section 5. The Treasurer's books shall be open at all times for the inspection of any member of the Board of Directors. All funds in the Treasurer's hands shall be deposited without delay in the name of SLYC in such banks, trust companies, or savings banks, as the Head Cheerleading Coordinator shall designate.
All payments, of up to Two Hundred Dollars ($200.00) must be signed by the SLYC Treasurer. Any checks or withdrawals over Two Hundred Dollars ($200.00) for SLYC must be approved by majority vote by the Board of Directors before disbursement, with the exception of a check written by SLYC Treasurer for an order placed for the parents of the cheerleaders in order to get group buying power.
Any registration monies received by SLYC must be in the form of a check or money order and made payable to SLYC. NO CASH.
Section 8. MANAGER OF FIELD OPERATIONS - SLYF
The Manager of Field Operations shall be responsible for the coordination and overseer of all volunteers. These responsibilities shall include, but may not be limited to volunteers for the gate, Game Announcer, field chain personal for each level of home games for Varsity, Jr. Varsity and Division 5, for all field equipment such as down markers, including lining of the practice & game fields.
Section 9. MANAGER OF CONCESSION STAND/FUNDRAISING - SLYF
The Manager of Concession Stand/ Fundraising shall be responsible for but not limited to the following: Volunteers to work & shop for the concession stand for all Varsities, Jr. Varsity & Division 5 Games. All committee members or members appointed by the Board of Directors, for fund raising, merchandising sales and program book. He/She will also coordinate with Manager of Field Operations (SLYC) all written request for fundraising, to the Board of Directors for approval.
Section 10. MANAGER OF FIELD OPERATIONS - SLYC
The Manager of Field Operations will be responsible for volunteers for all various duties to be determined by the Head Coordinator of SLYC, such as fund raising, candy sales, the day of sizing for sneakers, body suits, daisies, and camp wear. Revised Feb-08
He/She will also be responsible for finding and booking the necessary indoor practice areas for competition practice for all squads going into competition during the year. He/She will also coordinate with Manager of Concession
Stand/Fundraising (SLYF) all written request for fundraising, to the Board of Directors for approval.
Section 11. Parent Participation Director
Organizes parent participation signups
Maintains sign up forms and establish system to log parent participation help.
Coordinates all game day help with snack shack manager, field operations manager, merchandise manager and equipment manager.
Be the active liaison between members and board.
Communicate monthly meeting reminders.
Section 12. Kingston Youth Sports Organization Representatives
Kingston Youth Sports Organization Representatives (K.Y.S.O.), shall be responsible for, but not limited to, attending all K.Y.S.O. scheduled monthly meetings on behalf of the SLYF/C. The KYSO Reps. shall be the liaison between SLYF/C & KYSO, and must communicate all information pertaining to KYSO business to the SLYF/C Board of Directors for proper discussion and any voting issues on a monthly basis.
The KYSO Reps. shall be responsible for submitting all SLYF/C fields &gymnasium requests to the KYSO Board and Regional/Town Schools on behalf of SLYF/C for approval. The KYSO Reps. shall coordinate with the Manager of Field Operations SLYF for proper planning/scheduling of all SLYF activities.
The KYSO Reps. shall be governed by the duties stated in Article IV section 1.
Ex - Officio Member Duties for;
Section 1. REPRESENTATIVE
1A. SLYF/OCL Representatives - A representative shall be appointed by the current Board of Directors, after elections at the regular meeting.
Said representative must be aware that he/she must attend all OCL meetings. In the event that he/she is unable to attend, he/she must notify the alternate and President as soon as possible prior to the scheduled meeting. A written or oral report must be given to the SLYF Board of Directors at the next regular meeting of the Board of Directors, following the OCL meeting. Immediately following the receipt of the OCL minutes, one (1) copy in writing shall be submitted to the SLYF Board prior to the next Board meeting.
Named representative upon receipt shall distribute copies of the season's schedule for Varsity; Jr. Varsity & Division 5 teams.
Copies of the team standings and weekly game results shall be distributed to all Head Coaches, the President and the person maintaining the website as early in the following week as possible. Named representative will set-up the preseason scrimmages for SLYF.
1B. Alternate SLYF/OCL Representative - An alternate representative shall be appointed by the current Board of Directors after elections at the regular meeting. It is recommended, but not necessary, for the alternate to accompany the representative to all OCL meetings.
1C. All rules under Section 1A shall apply to the SLYF alternate representative. Revised Feb-08
ARTICLE VI - COACHES
Section 1. COACHES
As a representative of SLYF, coaches are expected to demonstrate the proper leadership, direction, and example consistent with the rules of good conduct, sportsmanship, and the overall objectives of SLYF. Said Coaches shall provide an opportunity for the participants to learn the basic fundamentals in an atmosphere which encourages learning, personal development, self-discipline and sportsmanship.
The Coaches should make an effort to insure that the safety and well being of all players is foremost, including but not limited to, the responsibility to check and enforce that the protective equipment provided by SLYF is fitted and checked for disrepair at reasonable intervals during the season.
They should make an effort to see that nonparticipating players and fans are safe distances from those activities, which might cause injury.
They should insure that the team members conduct themselves in an orderly and disciplined manner, which includes proper team dress.
The Coaches will not schedule or arrange any additional games or any other functions beyond the approved league schedule without approval of the League Representative.
The Coaches shall be responsible to see that attendance is taken at all practices and games during the regular season. It will also be at the Coaches discretion to determine the disciplinary actions necessary relative to playing time.
The Coaches from all levels are required to meet pre-season With OCYFL Representative to insure the proper guidelines for coaching with SLYF are followed as stated in this Article.
ARTICLE VII - ELECTIONS
Section 1.
The annual election of officers, appointment of member representatives, SLYF and SLYC Manager of Field Operations, shall take place at the Annual Meeting.
Section 2. PROCEDURES
The President shall appoint a Nomination Committee of three (3) persons who shall prepare a slate of candidates for the elected offices. This slate shall be presented to the membership at the annual meeting. No other nominations may be made from the floor. The said committee shall also be responsible for the counting of the ballots during the election at the Annual Meeting. Revised Feb-08
Section 3. PROCESS
The elections of members shall be by ballot. A majority of all votes cast shall be necessary to be elected, except that where several of equal degree are to be chosen, a majority shall not be necessary. All shall be noted for on one (1) ballot. There shall be only the positions being voted on, on said ballot and no ballot containing the names of more or less candidates than there are such offices to be voted for, shall be counted, and those receiving the highest number of votes shall be declared elected in the order of the number of votes received.
ARTICLE VIII - PLAYERS - CHEERLEADERS - COACHES GRIEVANCES
Section 1. COMMITTEE
This committee shall consist of Manager of Field Operations for Football and Cheer leading, (1) Parent Representative of Football, (1) Parent Representative of Cheer leading, Coaching Representative, and a Cheerleading Coordinator Representative. This committee shall appoint their own chairman. This committee shall be appointed at the July regular monthly Meeting by the Board of Directors.
Section 2. DUTIES
This committee shall preside over all complaints and grievances arising out of conflicts or grievances received in writing on required grievance affidavit application. This grievance application will be submitted to the President who will forward to the Chairman of the committee. Upon receiving the specifics, this committee shall arrange a meeting with the disputing parties within 7 days of written grievance application being submitted to the President. The committee shall report their findings to the President who will inform other Board Members in Executive Session held 1-hour before each Monthly meeting.
ARTICLE IX - COACH APPOINTMENTS
Section 1. HEAD COACHES
Applications for the position of Head Coach for each level of teams for SLYF and SLYC shall be submitted to the Board of Directors at the second Regular Meeting after the Annual Meeting. These positions shall be for one (1) year unless suspended during the season by the Board of Directors. A majority vote of the Board of Directors is required. Duties and responsibilities of the Head Coaches are as defined in Article VI Sections 1 and 2 of these by-laws and as additionally defined by HLA and Nation By-laws Rules and Regulations.
Section 2. ASSISTANT COACHES
Following the appointments of Head Coaches, both SLYF and SLYC shall submit a list of names and completed applications for assistant coaches to the Board of Directors for approval. The approval is for one (1) year unless suspended during the season by the Board of Directors. Revised Feb-08
HLA and National By-Laws Rules and Regulations define duties and responsibilities of assistant coaches in Article VI Sections 1 and 2 of these by-laws and as additionally defined.
ARTICLE X - COMMITTEES
Section 1. APPOINTMENT AND APPROVAL
All the committees shall be appointed by the President and approved by a majority vote of the Board of Directors.
ARTICLE XI - MISCELLANEOUS
Section 1. AMENDMENTS
These By-Laws shall not be altered, changed or amended unless SLYF membership shall be notified of said proposed change by a written or printed notice setting forth said change, alternation, or amendment, and deposited with the United States Postal Service or emailed to registered membership at least fourteen (14) days prior to such meeting. Any change, alternation, or amendment of these by-laws shall be approved by at least two-thirds (2/3) of those duly qualified members present and voting at an Annual, Regular or Special SLYF Meeting.
Section 2. POWER OF AUTHORITY
Except to the extent specified in these by-laws, not officers of SLYF or any of its members shall have the power to act as an agent for or otherwise bind SLYF in any way whatsoever. No member or group of members or other person or persons shall have the power to act on or in the behalf of or otherwise bind the SLYF except to the extent specifically by the Board of Directors.
Section 3. CORI's
All members and volunteers of the Silver Lake Youth program shall be CORI'd prior to the start of each season. Acceptance of a Coach or Volunteer position shall be determined by CORI results and acceptance by the Board of Directors.
Section 4. Child(player), Parent and Coach must sign a CODE OF ETHICS.
ARTICLE XII - LIMITATION OF DIRECTOR LIABILITY
A director of this corporation shall not be personally liable to SLYF for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of laws imposing such liability, except for liability, except for liability (1) for any breach of the director's duty of loyalty to SLYF, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
ARTICLE XIII - INDEMNIFICATION
Section 1.
The corporation shall, to the fullest extent permitted by the Massachusetts General Laws, as amended from time to time, indemnify each 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, by reason of the fact that he/she is or was, or has agreed to become, a director or officer of SLYF, or is or was serving, or has agreed to serve, at the request of the SLYF, as a director or officer of, or in a similar capacity with, another organization or in any capacity, by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney fees), judgments, fines and amounts paid in settlement incurred by him/her or on his/her behalf in connection with such action, suit or proceeding and any appeal there from, unless such person shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of SLYF. Revised Feb-08
Section 2.
Notwithstanding the provisions of Section 1 in the event that a pending or threatened action, suit or proceeding is compromised or settled in a manner which imposes any liability or obligation upon any person in a matter for which such person would otherwise be entitled to indemnification hereunder, no indemnification shall be provided to such person with respect to such matter if it is determined, pursuant to Section 4 of this Article, on the basis of facts known at that time (without independent investigation), that such person did not act in good faith in the reasonable belief that his action was in the best interests of SLYF.
Section 3.
Indemnification may include payment by the corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article which undertaking may be accepted without reference to the financial ability of such person to make such repayment
Section 4.
Any determination of whether a person is entitled to indemnification pursuant to Section 2 of this Article shall be made by: (a) a majority vote of a quorum of the directors of SLYF consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), (b) if no such quorum is obtainable, a majority vote of a committee of two or more disinterested directors, (c) independent legal counsel (who may be regular legal counsel to SLYF) appointed for such purpose by vote of the directors in the manner specified in clause (a) or (b) above, or (d) a court of competent jurisdiction.
Section 5.
SLYF shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the Board of Directors of the organization thereof approved the initiation.
Section 6.
The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of such persons. SLYF may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of SLYF or other persons serving SLYF and such rights may be equivalent to, or greater or less than, those set forth in this Article. Revised Feb-08
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