Page 21 - 2022-23 By-Laws

Article IV - Administration

Section 7. Indemnification of Directors, Officers,
Committee Members, Agents and Employees
a. The provisions of this section on indemnification are governed by the definitions,
procedures, and requirements of Indiana Code 23-17-16-1 to 15.
b. To the maximum extent permitted by law, this Association shall indemnify each past or
present director, officer, committee member, agent and employee (and any person who
may have served at the Association’s request as director, officer, committee member,
agent or employee of another organization), together with his or her estate, against
liability incurred in any proceeding if:
(1) the individual’s conduct was in good faith;
(2) the individual reasonably believed:
(a) in the case of conduct in the individual’s official capacity with the Association,
that the individual’s conduct was in its best interests; and
(b) in all other cases, that the individual’s conduct was at least not opposed to its
best interests; and
(3) in the case of any criminal proceeding, the individual either:
(a) has reasonable cause to believe the individual’s conduct was lawful; or
(b) has no reasonable cause to believe the individual’s conduct was unlawful.
c. The Association shall pay for or reimburse the reasonable expenses incurred by such a
person in advance of final disposition of the proceeding if applicable statutory procedures
are met.
d. The Association may purchase and maintain insurance on behalf of any such individual,
whether the Association would have the power to indemnify the individual against the
same liability under applicable statutes.
e. Indemnification pursuant to this section shall be reduced by the amount of any insurance
or other reimbursement of such individual of the expense to which indemnification is
claimed. Indemnification pursuant to this section shall be in addition to and not exclusive
of any other right to indemnification to which such individual may be entitled under any
other law or obligation.
ARTICLE V - FINANCES
Section 1.
There shall be the accumulation and establishment of an adequate working balance in
the Corporation treasury, this amount to be established and maintained as a guarantee that
existing obligations will be met; that expansions in the program of service may be made if
thought desirable; and that any emergencies in the future may be solved.
Section 2.
There shall be a distribution on an equitable basis among the schools in the Corporation
Membership (except associates) of the amounts accumulated above the adequate working
balance and above the amount legitimately necessary for the running expenses of the Cor-
poration, these distributions to be determined by the Executive Committee in May and distri-
butions made no later than December 1. No distribution shall be made unless the operating
balance as of April 30 exceeds 30% of the current year budgeted expenditures.
Section 3.
There is granted power and authority to the Committee to make the financial adjust-
ments in contracts for interschool games, tourneys, meets and athletic contests that are
deemed necessary through the years and to administer, execute and control all receipts,
expenditures and holding of monies in connection with the Corporation.
ARTICLE VI - AMENDMENTS
Section 1.
Articles of Incorporation. The Articles of Incorporation may be amended in the manner
provided by the Indiana Not-For-Profit Corporation Act of 1971, as amended. Every such
amendment shall be first proposed by an affirmative vote of a majority of the Board of Di-

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