By-Laws

Haverhill Youth Soccer

By-Laws
Effective April 11, 2016

ARTICLE I

NAME, OFFICES AND SEAL

SECTION 1.
NAME:
THE NAME OF THE CORPORATION SHALL BE HAVERHILL PARENTS ATHLETIC LEAGUE, INC. THE SPONSORS OF THIS ORGANIZATION ARE THE CITIZENS OF HAVERHILL, TOGETHER WITH OTHER INTERESTED INDIVIDUALS AND FIRMS.
SECTION 2.
PRINCIPAL OFFICE:
THE PRINCIPAL OFFICE OF THE CORPORATION SHALL BE LOCATED AT THE HOME OF THE LEAGUE PRESIDENT CURRENTLY IN OFFICE. THE DIRECTORS MAY AT ANY TIME AND FROM TIME TO TIME CHANGE THE LOCATION OF THE PRINCIPAL OFFICE OF THE CORPORATION IN THE COMMONWEALTH.
SECTION 3.
SEAL:
THE SEAL OF THE CORPORATION SHALL BEAR ITS NAME. THE YEAR OF ITS CORPORATION, AND THE WORD “MASSACHUSETTS”, AND SHALL OTHERWISE BE IN SUCH FORM AS THE DIRECTORS MAY FROM TIME TO TIME DETERMINE.

ARTICLE II

PURPOSE AND NATURE OF ACTIVITIES

THE ACTIVITIES FOR WHICH THE CORPORATION IS FORMED AND THE NATURE OF THE BUSINESS TO BE TRANSACTED BY THE CORPORATION, ARE TO ENCOURAGE THE PARTICIPATION OF THE YOUTH OF THE COMMUNITY IN THE ATHLETIC EXERCISES AS SET FORTH IN THE AGREEMENT OF THE LEAGUE AND THE ARTICLES OF ORGANIZATION OF THE CORPORATION AND ALL AMENDMENTS THERETO WHICH HEREAFTER MAY BE FILED IN THE OFFICE OF THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.
GENERAL POWERS:
THE BOARD OF DIRECTORS SHALL HAVE THE GENERAL MANAGEMENT OF AND CONTROL OVER ALL THE PROPERTIES AND AFFAIRS OF THE CORPORATION INCLUDING BUT NOT LIMITED TO THE DETERMINATION OF THE CORPORATION'S POLICES; APPROPRIATION OF THE CORPORATION'S FUNDS; AUTHORIZATION OF CONTRACTS AND PURCHASES; APPOINTMENTS AND REMOVAL OF ALL AGENTS AN EMPLOYEES OF THE CORPORATION AND FURTHER MAY EXERCISE ALL THE POWERS OF THE CORPORATION EXCEPT SUCH AS ARE EXPRESSLY CONFERRED UPON OR RESERVED TO THE MEMBERS BY LAW OR BY THE ARTICLES OF ORGANIZATION OR BY THESE BY-LAWS
SECTION 2.
NUMBER & SELECTION OF:

THE BOARD OF DIRECTORS SHALL CONSIST OF TWENTY (20) VOTING DIRECTORS (HEREAFTER DIRECTOR) AND UP TO A MAXIMUM OF TWO (2) PROBATIONARY DIRECTORS (HEREAFTER PROBATIONARY DIRECTOR).

PROBATIONARY DIRECTORS ARE NOT ELIGIBLE TO VOTE ON ANY BOARD MATTERS.

EACH DIRECTOR SHALL SERVE UNTIL SUCH TIME AS DEATH, RESIGNATION, REMOVAL, DISQUALIFICATION, OR OTHERWISE.

EACH PROBATIONARY DIRECTOR SHALL SERVE UNTIL SUCH TIME AS DEATH, RESIGNATION, REMOVAL, DISQUALIFICATION, OR, UNTIL SUCH TIME AS THEY ARE APPROVED BY STANDARD VOTING PROCEDURES.

PROBATIONARY DIRECTORS MUST SERVE FOR A MINIMUM OF FOUR (4) MONTHS BEFORE BEING CONSIDERED ELIGIBLE FOR PROMOTION TO DIRECTOR STATUS.

PROBATIONARY DIRECTOR CANDIATES MUST BE NOMINATED AND SPONSERED BY A CURRENT ACTIVE DIRECTOR AND WILL BE ACCEPTED AS A PROBATIONARY DIRECTOR AFTER SUCESSFUL VOTE BY NORMAL VOTING PROCEDURES.

SECTION 3.
REGULAR MEETINGS:
THE BOARD OF DIRECTORS SHALL HOLD REGULAR MEETINGS WITHOUT FORMAL NOTICE ON THE SECOND TUESDAY OF EACH MONTH UNLESS BY A MAJORITY VOTE OF ITS MEMBERS PRESENT AND VOTING ANOTHER DAY IN THE SAME MONTH IS DESIGNATED. THE MEETING SHALL BE HELD AT SUCH PLACE AS MAY TIME FROM TIME BE FIXED BY VOTE OF THE BOARD OF DIRECTORS.
SECTION 4.
SPECIAL MEETING:
SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD AT ANYTIME UPON THE CALL OF THE PRESIDENT OR ANY TWO (2) DIRECTORS BY ORAL, ELECTRONIC MAIL OR WRITTEN NOTICE DULY SERVED ON OR SENT TO EACH DIRECTOR NOT LESS THAN TWO (2) DAYS BEFORE SUCH MEETING. NOTICE OF A SPECIAL MEETING NEED NOT BE GIVEN TO ANY DIRECTOR IF A WRITTEN WAIVER OF NOTICE, EXECUTED BY HIM OR HER BEFORE OR AFTER THE MEETING, IS FILED WITH THE RECORDS OF THE MEETING, OR TO ANY DIRECTOR WHO ATTENDS THE MEETING WITHOUT PROTESTING, PRIOR THERETO OR AT ITS COMMENCEMENT, THE LACK OF NOTICE TO HIM OR HER.
SECTION 5.
QUORUM:
A MAJORITY OF THE BOARD OF DIRECTORS THEN IN OFFICE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD: BUT IF LESS THAN A MAJORITY OF THE DIRECTORS IS PRESENT AT ANY MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE.
SECTION 6.
BOARD DECISIONS:

THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS, UNLESS THE ACT OF A GREATER NUMBER IS REQUIRED BY LAW OR BY THESE BY-LAWS.

IN THE EVENT THAT NO MAJORITY CAN BE REACHED THE SITTING PRESIDENT OF THE BOARD SHALL BE ALLOWED TO RESOLVE THE STALEMATE EITHER BY FINDING OR TABLING THE MATTER UNTIL A LATER MEETING. IF THE PRESIDENT IS NOT PRESENT, THAT POWER SHALL FALL TO THE NEXT OFFICER IN THE FOLLOWING ORDER: VICE-PRESIDENT, SECRETARY AND TREASURER. IF NO OFFICERS ARE PRESENT AND YET A QUORUM STILL EXISTS, NO DESCION ON THE MATTER CAN BE REACHED AND THE TOPIC MUST BE TABLED.

SECTION 7.
VACANCIES:
ANY VACANCY OCCURRING IN THE BOARD OF DIRECTORS BECAUSE OF DEATH, RESIGNATION, REMOVAL, DISQUALIFICATION, OR OTHERWISE SHALL BE FILLED FROM THE POOL OF PROBATIONARY DIRECTORS. IN CASES OF VACANCY THE PROBATIONARY PERIOD SHALL BE WAIVED IF IT IS DEEMED APPROPRIATE.
SECTION 8.
ACTION WITHOUT A MEETING:
ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT ANY MEETING OF THE DIRECTORS MAY BE TAKEN WITHOUT A MEETING IF ALL THE DIRECTORS CONSENT TO THE ACTION IN WRITING AND THE WRITTEN CONSENTS ARE FILED WITH THE RECORDS OF THE MEETINGS OF DIRECTORS. SUCH CONSENTS SHALL BE TREATED FOR ALL PURPOSES AS A VOTE AT A MEETING.

ARTICLE IV

OFFICERS

SECTION 1.
OFFICERS:
THE OFFICERS OF THE CORPORATION SHALL BE A PRESIDENT, A VICE-PRESIDENT, A SECRETARY AND A TREASURER, AND SUCH OTHER OFFICERS AS BE ELECTED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE. THE BOARD OF DIRECTORS MAY ELECT OR APPOINT SUCH OTHER OFFICERS, INCLUDING ONE OR MORE ASSISTANT SECRETARIES AND ONE OR MORE ASSISTANT TREASURERS, AS IT SHALL DEEM DESIRABLE, SUCH OFFICERS TO HAVE THE AUTHORITY AND PERFORM THE DUTIES PRESCRIBED, FROM TIME TO TIME, BY THE BOARD OF DIRECTORS.
SECTION 2.
ELECTION:
ALL OFFICERS SHALL BE ELECTED BY AND FROM THE BOARD OF DIRECTORS AT THEIR FIRST MEETING OF THE FISCAL YEAR.
SECTION 3.
TERM:
ALL OFFICERS SHALL HOLD OFFICE UNTIL THE FIRST MEETING OF THE FOLLOWING FISCAL YEAR AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE CHOSEN AND QUALIFIED.
SECTION 4.
REMOVAL:
ANY OFFICER ELECTED OR APPOINTED BY THE BOARD OF DIRECTORS MAY BE REMOVED BY THE BOARD OF DIRECTORS WHENEVER IN ITS JUDGMENT, THE BEST INTERESTS OF THE CORPORATION WOULD BE SERVED THEREBY, BUT SUCH REMOVAL SHALL BE WITHOUT PREJUDICE TO THE CONTRACT RIGHTS, IF ANY, OF THE OFFICER SO REMOVED.
SECTION 5.
VACANCIES:
A VACANCY IN ANY OFFICE BECAUSE OF DEATH, RESIGNATION, REMOVAL, DISQUALIFICATION, OR OTHERWISE MAY BE FILLED BY THE BOARD OF DIRECTORS FOR THE UNEXPIRED PORTION OF THE TERM BY VOTE OF THE REMAINDER OF THE CURRENT BOARD OF DIRECTORS.
SECTION 6.
POWERS & DUTIES:
THE OFFICERS SHALL HAVE SUCH POWERS AND SHALL PERFORM SUCH DUTIES AS MAY FROM TIME TO TIME BE SPECIFIED IN RESOLUTIONS OR OTHER DIRECTIVES OF THE BOARD OF DIRECTORS. IN THE ABSENCE OF SUCH SPECIFICATIONS, EACH OFFICER SHALL HAVE THE POWERS AND AUTHORITY AND SHALL PERFORM AND DISCHARGE THE DUTIES OF OFFICERS OF THE SAME TITLE SERVING IN A NON-PROFIT CORPORATION HAVING THE SAME OR SIMILAR GENERAL PURPOSES AND OBJECTIVES AS THIS CORPORATION. ANY VICE-PRESIDENT, ASSISTANT SECRETARY OR ASSISTANT TREASURER SHALL, IN THE ABSENCE OR DISABILITY OF THE PRESIDENT, SECRETARY OR TREASURER, RESPECTIVELY, SHALL PERFORM THE DUTIES OF SUCH OFFICER AND SHALL GENERALLY ASSIST THE PRESIDENT, SECRETARY OR TREASURER, RESPECTIVELY.
SECTION 7.
ORDER OF BUSINESS AND MOTIONS:
THE ORDER OF BUSINESS, LEGALITY AND PREFERENCE OF MOTIONS AT ALL MEETINGS, SHALL BE GOVERNED BY THE RULES OF PARLIAMENTARY PROCEDURE AS STATED IN ROBERT'S RULES OF ORDER, EXCEPT AS OTHERWISE PROVIDED IN THESE BY-LAWS.

ARTICLE V

COMMITTEES

SECTION 1.
COMMITTEES OF DIRECTORS:
THE BOARD OF DIRECTORS BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, MAY DESIGNATE ONE OR MORE COMMITTEES, EACH OF WHICH SHALL CONSIST OF TWO OR MORE DIRECTORS, WHICH COMMITTEES, TO THE EXTENT PROVIDED IN SUCH RESOLUTION, SHALL HAVE AND EXERCISE THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION; BUT THE DESIGNATION OF SUCH COMMITTEES AND THE DELEGATION THERETO OF AUTHORITY SHALL NOT OPERATE TO RELIEVE THE BOARD OF DIRECTORS, OR ANY INDIVIDUAL DIRECTOR, OF ANY RESPONSIBILITY IMPOSED ON IT OR HIM BY LAW.
SECTION 2.
OTHER COMMITTEES:
COMMITTEES NOT HAVING AND EXERCISING THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION MAY BE DESIGNATED BY THE PRESIDENT. THE MEMBERS OF EACH SUCH COMMITTEE SHALL BE MEMBERS OF THE CORPORATION, BUT THE CHAIRMAN OF ANY SUCH COMMITTEE SHALL BE A MEMBER OF THE BOARD DIRECTORS. THE PRESIDENT OF THE CORPORATION SHALL APPOINT THE MEMBERS THEREOF AND SHALL BE THE EX-OFFICIO CHAIRMAN OF ALL SUCH COMMITTEES. ANY MEMBER THEREOF MAY BE REMOVED BY THE PERSON AUTHORIZED TO APPOINT SUCH MEMBER WHENEVER IN HIS JUDGMENT THE BEST INTERESTS OF THE CORPORATION SHALL BE SERVED BY SUCH REMOVAL.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS, EXPENDITURES AND FUNDS

SECTION 1.
CONTRACTS:
THE BOARD OF DIRECTORS MAY AUTHORIZE ANY OFFICER OR OFFICERS, AGENT OR AGENTS OF THE CORPORATION, IN ADDITION TO THE OFFICERS SO AUTHORIZED BY THESE BY-LAWS, TO ENTER INTO ANY CONTRACT OR EXECUTE AND DELIVER ANY INSTRUMENT IN THE NAME OF AND ON BEHALF OF THE CORPORATION AND SUCH AUTHORITY MAY BE GENERAL OR MAY BE CONFINED TO SPECIFIC INSTANCES.
SECTION 2.
CHECKS, DRAFTS, OR ORDERS:
ALL CHECKS, DRAFTS, OR ORDERS FOR THE PAYMENT OF MONEY, NOTES, OR OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF THE CORPORATION, SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF THE CORPORATION, AND IN SUCH MANNER AS SHALL FROM TIME TO TIME BE DETERMINE BY RESOLUTION OF THE BOARD OF DIRECTORS. IN THE ABSENCE OF SUCH DETERMINATION BY THE BOARD OF DIRECTORS, SUCH INSTRUMENTS SHALL BE SIGNED BY THE TREASURER OR AN ASSISTANT TREASURER AND COUNTERSIGNED BY THE PRESIDENT OR THE VICE-PRESIDENT OF THE CORPORATION.
SECTION 3.
DEPOSITS:
ALL FUNDS OF THE CORPORATION SHALL BE DEPOSITED FROM TIME TO TIME TO THE CREDIT OF THE CORPORATION IN SUCH BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES AS THE BOARD OF DIRECTORS MAY SELECT.
SECTION 4.
EXPENDITURES:
ALL EXPENDITURES MADE BY OR ON BEHALF OF THE CORPORATION SHALL BE MADE BY CHECK AND SIGNED AS PROVIDED FOR IN THIS ARTICLE. THE PRESIDENT OF THE CORPORATION MAY AUTHORIZE EXPENDITURES BY OR ON BEHALF OF THE CORPORATION IN AN AMOUNT OF NOT MORE THAN $100.00 OR ANY OTHER AMOUNT AS MAY BE AUTHORIZED BY THE BOARD OF DIRECTORS FROM TIME TO TIME WITHOUT THE APPROVAL OF THE BOARD OF DIRECTORS. ANY EXPENDITURE MADE BY OR ON BEHALF OF THE CORPORATION IN AN AMOUNT MORE THAN $100.00 OR ANY OTHER AMOUNT MAY BE AUTHORIZED FROM TIME TO TIME BY THE BOARD OF DIRECTORS.
SECTION 5.
GIFTS:
THE BOARD OF DIRECTORS MAY ACCEPT ON BEHALF OF THE CORPORATION ANY CONTRIBUTION, GIFT, BEQUEST OR DEVISE FOR ANY PURPOSE OF THE CORPORATION.

ARTICLE VII

BOOKS AND RECORDS

THE CORPORATION SHALL KEEP CORRECT AND COMPLETE BOOKS AND RECORDS OF ACCOUNT AND SHALL ALSO KEEP MINUTES OF THE PROCEEDINGS OF ITS MEMBERS, BOARD OF DIRECTORS, COMMITTEES HAVING AND EXERCISING ANY OF THE AUTHORITY OF THE BOARD OF DIRECTORS, AND SHALL KEEP AT THE PRINCIPAL OFFICE A RECORD GIVING THE NAMES AND ADDRESSES OF THE MEMBERS ENTITLED TO VOTE. ALL BOOKS AND RECORDS OF THE CORPORATION MAY BE INSPECTED BY ANY MEMBER FOR ANY PROPER PURPOSE AT ANY REASONABLE TIME.

ARTICLE VIII

NON-PROFIT CORPORATION

THE HAVERHILL PARENTS ATHLETIC LEAGUE, INC. SHALL BE DEEMED A NON-PROFIT CORPORATION AND SHALL RECEIVE ALL BENEFITS AND PRIVILEGES OF SAID CORPORATION. AS A NON-PROFIT CORPORATION TO ABIDE BY ALL FEDERAL, STATE AND LOCAL, LAWS, STATUTES, RULES AND REGULATIONS OF SAID CORPORATION. IT IS FURTHER STATED THAT THE HAVERHILL PARENTS ATHLETIC LEAGUE INC., SHALL NOT EMPLOY ANY SALARIED EMPLOYEES, EMPLOY NO SOLICITORS TO COLLECT FUNDS AND TO PAY NO COMMISSIONS TO ANY INDIVIDUAL FOR ANY REASON.

ARTICLE IX

WAIVER OF NOTICE

WHENEVER ANY NOTICE IS REQUIRED TO BE GIVEN UNDER PROVISIONS OF M.G.L. CHAPTER 180 OR ANY OTHER STATUTE OR UNDER THE PROVISIONS OF THE ARTICLES OF INCORPORATION OR THE BY-LAWS OF THE CORPORATION, A WAIVER THEREOF IN WRITING SIGNED BY THE PERSON OR PERSONS ENTITLED TO SUCH NOTICE, WHETHER BEFORE OR AFTER THE TIME STATED THEREIN, SHALL BE DEEMED EQUIVALENT TO THE GIVING OF SUCH NOTICE.

ARTICLE X

AMENDMENTS

THESE BY-LAWS MAY BE ALTERED, AMENDED OR REPEATED, AND NEW BY-LAWS NOT INCONSISTENT WITH ANY PROVISION OF THE ARTICLES OF ORGANIZATION OR STATUTE MAY BE MADE, EITHER BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE MEMBERS OF THE CORPORATION ENTITLED TO VOTE THEREON AT ANY REGULAR OR SPECIAL MEETING OF THE MEMBERS DULY CALLED AFTER NOTICE TO THE MEMBERS OF THAT PURPOSE, OR BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE BOARD OF DIRECTORS THEN IN OFFICE AT ANY REGULAR OR SPECIAL MEETING OF THE DIRECTORS DULY CALLED AFTER NOTICE TO THE DIRECTORS FOR THAT PURPOSE. NOT LATER THAN THE TIME OF GIVING NOTICE OF THE MEETING OF MEMBERS NEXT FOLLOWING THE MAKING, AMENDING OR REPEALING BY THE DIRECTORS OF ANY BY-LAW, NOTICE THEREOF STATING THE SUBSTANCE OF SUCH CHANGE SHALL BE GIVEN TO ALL MEMBERS ENTITLED TO VOTE ON AMENDING THE BY-LAWS. ANY BY-LAW MADE, ALTERED, AMENDED OR REPEALED BY THE DIRECTORS MAY BE ALTERED, AMENDED, REPEALED OR REINSTATED BY THE MEMBERS.

ARTICLE XI

FISCAL YEAR

THE FISCAL YEAR OF THE CORPORATION SHALL COINCIDE WITH THE STANDARD GREGORIAN CALENDAR.

ARTICLE XII

MISCELLANEOUS PROVISIONS

SECTION 1.
REFERENCES:
ALL REFERENCES IN THESE BY-LAWS TO THE ARTICLES OF ORGANIZATION AND TO THESE BY-LAWS SHALL MEAN THE ARTICLES OF ORGANIZATION AND BY-LAWS AS ORIGINALLY FILED AND ADOPTED AND AS FROM TIME TO TIME AMENDED.
SECTION 2.
GENDER:
WHENEVER ONE GENDER IS USED IN THESE BY-LAWS IT SHALL BE DEEMED TO INCLUDE ANY OTHER GENDER WHEREVER THE CONTEXT SO REQUIRES.
SECTION 3.
SECRET BALLOTS:
THE ELECTION OF THE OFFICERS OF THE CORPORATION AND THE BOARD OF DIRECTORS SHALL BE BY SECRET BALLOT ON SUCH FORM APPROVED BY THE BOARD OF DIRECTORS FROM TIME TO TIME.
SECTION 4.
DISTRIBUTION OF PROPERTY UPON DISSOLUTION: ADOPTED 9/13/95
UPON DISSOLUTION OF THE LOCAL LEAGUE AND AFTER ALL OUTSTANDING DEBTS AND CLAIMS HAVE BEEN SATISFIED, THE MEMBERS SHALL DIRECT THE REMAINING PROPERTY OF THE LOCAL LEAGUE TO ANOTHER FEDERALLY INCORPORATED ENTITY WHICH MAINTAINS THE SAME OBJECTIVES AS SET FORTH HEREIN, WHICH ARE OR MAY BE ENTITLED TO EXEMPTION UNDER SECTION 501©(3) OF THE INTERNAL REVENUE CODE OR ANY FUTURE CORRESPONDING PROVISION.

ARTICLE XIII

INDEMNIFICATION

THE ORGANIZATION SHALL, TO THE EXTENT LEGALLY PERMISSIBLE, AND ONLY TO THE EXTENT THAT THE STATUS AS AN ORGANIZATION EXEMPT UNDER SECTION 501(C) (3) OF THE CODE IS NOT AFFECTED THEREBY, INDEMNIFY EACH OF ITS DIRECTORS, OFFICIALS, EMPLOYEES OR OTHER AGENTS (AND THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH PERSONS) AGAINST ALL LIABILITIES AND EXPENSES, INCLUDING AMOUNTS PAID IN SATISFACTION OF JUDGEMENTS, IN COMPROMISE OF ACTIONS, SUITS, CLAIMS OR OTHER PROCEEDINGS AS FINES OR PENALTIES, OR AS COUNSEL FEES, WHICH THEY HAVE REASONABLY PAID OR INCURRED IN CONNECTION WITH THE DEFENSE OR DISPOSITION OF ANY ACTION OR THREATENED ACTION, SUIT OR OTHER PROCEEDING, WHETHER CIVIL OR CRIMINAL, IN WHICH SUCH PERSON MAY BE INVOLVED OR WITH WHICH THEY MAY BE THREATENED, WHILE IN OFFICE OR THEREAFTER, BY REASON OF MEMBERSHIP IN THE ORGANIZATION, ON THE BOARD OR ON A COMMITTEE OF THE BOARD, EXCEPT WITH RESPECT TO ANY MATTER AS TO WHICH SUCH PERSON SHALL HAVE BEEN ADJUDICATED IN ANY PROCEEDING NOT TO HAVE ACTED IN GOOD FAITH IN THE REASONABLE BELIEF THAT SUCH ACTION WAS IN THE BEST INTERESTS OF THE ORGANIZATION; PROVIDED THAT ANY PAYMENT BY WAY OF SETTLEMENT, COMPROMISE, OR CONSENT DECREE SHALL BE INDEMNIFIED HEREUNDER ONLY TO THE EXTENT THAT IT SHALL BE DETERMINED BY THE BOARD TO HAVE BEEN MADE IN THE BEST INTERESTS OF THE ORGANIZATION. NOTHING CONTAINED IN THIS ARTICLE SHALL AFFECT ANY RIGHTS OF INDEMNIFICATION TO WHICH DIRECTORS, OFFICIALS, EMPLOYEES AND OTHER AGENTS OF THE ORGANIZATION MAY BE ENTITLED BY CONTRACT OR OTHERWISE BY LAW.