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BETHEL PARK GIRLS LACROSSE ASSOCIATION BY LAWS
REV 4: August, 2010
ARTICLE I: NAME
The organization’s official name is “Bethel Park Girls Lacrosse Association”; henceforth referred to as “BPGLA”.
ARTICLE II: PURPOSE
The purpose of the BPGLA is twofold: 1) to facilitate Bethel Park player participation in interscholastic Lacrosse by providing financial and organizational support; and 2) to uphold the philosophies and goals of the Bethel Park School District.
ARTICLE III: MEMBERSHIP
Section 1: Membership Defined
Shall be open to parents/guardians of all 9th through 12th grade girls attending school in the Bethel Park School District who meet the eligibility requirements of the WPIAL; and are in good standing with the BPGLA.
Section 2: Voting Rights
Any member in good standing shall have the right to vote for Executive Board Members. Standing Committees and Special committees are filled by volunteers.
Section 3: Member “in good standing”
A member shall be “in good standing” if all dues, fees or charges due are paid and current and required insurance forms and waivers are duly signed and submitted.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: General
The management and control of the BPGLA will be vested in the Executive Board (hereafter referred to as “The Board”) which shall have absolute charge, control and management of the property, affairs and funds of The Association. The Board shall also posses the power and authority to do and perform all acts and functions consistent with these By-Laws.
Section 2: Executive Board Membership
The BPGLA Executive Board is elected by the general membership, and shall consist of the following positions:
President
Vice-President
Treasurer
Secretary
In addition, two Team Liaison officers are also considered to be members of the Executive Board; these are appointed positions rather than elected positions.
The office of Vice-President may be filled by two persons who agree to share the duties of this position. All other Board positions are singularly-held positions. Each Board member holds the power of one (1) vote. In the event that an even number of Board members exists, the President shall abstain from the voting process.
Section 3: Terms of the Executive Board Members
The term office for Board Members will be one (1) year or until a successor is duly elected.
Section 4: Election of Board Members
(a) Nominations: A Nominating Committee shall be drafted in the spring, consisting of at least
two (2) persons. At least one of these persons must be a current BPGLA Board member.
Nominations for elected positions are to be submitted to the Nominating Committee via
written tally or by email. Nominations will occur in the spring, after the
spring General Membership meeting but prior to the End-of-Year Banquet.
(b) Elections: Elections will be held at a spring Board Meeting, open to the General
Membership, prior to the End-of-Year Banquet. If more than one candidate seeks a single
Board position, the votes for Board positions will be tallied and ranked. The candidate
receiving the greatest number of votes for his/her respective position shall be elected. If
there is one candidate seeking election for a specific board position, election for that
position may occur by voice vote.
(c) Elected Terms: Officers elected in the Spring commence their terms of service on July 1st and serve until June 30 (consistent with the fiscal year of the BPGLA).
Section 5: Resignation, Vacancy, Removal of Board Member
Any Executive Board Member may resign from office at any time. Such resignation shall be presented to the President, in writing, and shall be effective immediately. Any vacancy occurring on The Board shall be filled by a majority vote of the remaining members of The Board present at a properly called and convened meeting of The Board. The Board-elected appointee shall complete the term of the member who tendered the resignation. If The Board Member has engaged in conduct which is not in the best interest of the BPGLA, any Board member may be removed by majority vote of the Executive Board at a properly called and convened meeting.
Section 6: Duties of Executive Board Members
President: Presides over meetings of The Board; suggests items for new business; sets agendas for Board Meetings and General membership meetings; decides who shall have the floor to speak during meetings; communicates with the Coach/coaching staff as appropriate regarding Board issues and BPGLA activities
Vice-President: Assists the President as requested; would serve as acting President if the President cannot serve; serves as Chair of Ways and Means (Fundraising)
Secretary: Records the minutes of Board Meetings; conducts correspondence for The Board
Treasurer: Receives all monies; keeps accurate records of cash flow receipts and disbursements; makes authorized payments; prepares Budget Statements for distribution at Board and General Membership meetings
Team Liaison(s): Channels and communicates pertinent information between Board and team. Develops a working relationship with team Captains as well as Coach. Organizes refreshments and equipment for non-season tournament games.
ARTCLE V: Meetings
Section 1:
Meetings shall be called by The President as often as necessary, but not fewer than six (6) times during the school year.
Section 2:
Robert’s Rules of Order shall be employed as the operating protocol for all meetings.
Section 3:
Except as may otherwise be presented herein, the presence of a majority of the members of The Board shall constitute a quorum for the transaction of business at any meeting.
Section 4:
TYPES OF MEETINGS: A General Membership Meeting is one where explicit invitation is extended to the entire General Membership. At least two (2) General Membership Meetings shall be offered during the course of the school year, one in the fall and one in the spring. Appropriate information and paperwork shall be disbursed at said meetings. A copy of the BPGLA bylaws will be made available to any member requesting such. Regular Board Meetings occur once per month from September through May. The General Membership is informed of the Regular Board Meeting Schedule and is welcome to attend these meetings; however, no explicit invitation is extended to the General Membership in the case of Regular Board Meetings. An Executive Board Meeting is not open to the General Membership; only Executive Board Members (as described in Article 4, Section 2) are in attendance. The Board reserves the right to call Executive Board Meetings as needed. Any or all portions of scheduled Regular Meetings may be designated as Executive Board Meetings, thereby limiting the attendance to Executive Board members only.
Section 5:
The Operating Budget shall be voted on and approved by the Board in the fall of the school
year, before the first General Membership Meeting.
ARTICLE VI: COMMITTEE DESCRIPTIONS and COMMITTEE CHAIRPERSONS
Section 1: Ways and Means
Devises and executes plans for fundraising activities throughout the year.
Section 2: Banquet
Makes necessary plans and arrangements for End of Year Banquet.
Section 3: Communication:
Assists with website maintenance and email communication.
Section 4: Community Day
Organizes sale items and scheduling for Community Day.
Section 6: Clothing
Organizes clothing sales, including ordering and distribution of items.
Section 7: Senior Night
Organizes protocol for Senior Night, including photography, Senior Night Program, and refreshments.
Section 8: Concession Stand
Stocks and maintains concession stand items. Schedules workers and work shifts for Concession Stand coverage.
ARTICLE VII: FINANCES AND PROCEDURES
Section 1:
Each season, a Membership/Registration Fee may be collected from each participating lacrosse family. The Registration Fee amount shall be determined by Board vote, before the first fall General Membership Meeting. All families are strongly encouraged, but not mandated, to pay the BPGLA Registration fee.
Section 2:
All fees paid by the membership are collected by the Treasurer, and are to be used for general Operating Expenses of the BPGLA.
Section 3:
All financial records (including but not limited to ledgers, journals, statements prepared by the Treasurer, receipts, cancelled checks and vouchers) are and shall remain the property of The BPGLA. Upon completion of the fiscal year, the Treasurer shall prepare a final statement and organize all financial records for the year. If the Treasurer fails to comply with said request, he or she shall be responsible for all costs and attorney’s fees incurred by the BPGLA during the process of procuring the financial records.
Section 4:
All expenditures shall be approved by The Board of the BPGLA.
Section 5:
The fiscal year of the Bethel Park Girls Lacrosse Association shall be July 1 to June 30.
Section 6:
Transition of materials/supplies/binders/etc. to the newly elected board members shall be completed by July 15th of the new fiscal year.
Section 7:
Budgeting what items the Board will fund each year is determined by a vote of the Board and follow some basic guidelines:
a. Does the item being funded lead to development and improvement of individual and team skills (TRL Team Tune-up, goalie coaches, etc.)
b. Does the item being funded recognize individual and/or team accomplishments (Senior night, End-of-Year-Banquet, etc.).
c. Does the item being funded recognize a positive, instructive, challenging and supportive coaching environment (coaches gifts, etc.).
d. All other items brought before the Board are considered on their own merit, ability of the majority of the team to participate/benefit and availability of funds.
ARTICLE VIII: COACHING STAFF
Selection of the coaching staff for the Bethel Park Girls Lacrosse team is the sole responsibility of Bethel Park School District’s Athletic Department, and is subject to approval from the Bethel Park School District Personnel Committee. The selection of the coaching staff shall be governed by the rules in effect at the time established by WPIAL and the policies established by Bethel Park School District.
ARTICLE IX: LIABILITY
Section 1: Personal Liability of Executive Board Members
No Executive Board Member shall be personally liable for monetary damage as such for any action taken, or any failure to take action, provided that this provision shall not eliminate liability
a) for
i) willful breach or failure to perform the duties of office and
ii) where such breach or failure to perform such duties constitutes self-dealing, willful misconduct or recklessness;
b) pursuant to any criminal statute; or
c) for the payment of taxes pursuant to Local, State, or Federal Law.
Section 2: Indemnification: Actions Other Than Those By or in the Right of The Association
The BPGLA shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding whether civil or criminal, administrative or investigative (other than any action by or in the right of this Association) by reason of the fact that he/she is or was an Officer of The Board of this Association, or is or was serving at the request of this Association as an Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) judgments, fine and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit or proceeding if the Officer acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of The Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for willful misconduct or recklessness. The termination of any action, suit or proceeding by judgment, order settlement, conviction or upon a pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Officer did not act in good faith and in a manner which he/she believed to be in, or not opposed to, the best interests of this Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 3: Indemnification: Actions By or in the Right of The Association
The Association shall indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action or suit by or in the right of this Association to procure a judgment in its favor by reason of the fact that he/she is or was an Officer of this Association, or is or was serving at the request of this association as an Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if the officer acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of The Association; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for willful misconduct or recklessness.
Section 4: Determination Required
Any indemnification under this Article VII shall be made by a determination that the indemnification or the Officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in such subsection. Such determination shall be made:
a) By the Executive Board by a majority vote of a quorum consisting of Offices who were not parties to such an action, suit or proceeding: or
b) If such a quorum is not obtainable, or even attainable, a majority vote of a quorum of disinterested Officers so directs, by independent legal counsel in a written opinion.
Section 5: Advance of Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may by paid by this Association in advance of the final disposition of such action, suit or proceeding as authorized by The Board upon receipt of any undertaking by or on behalf of the Officer to repay such amount unless it shall ultimately to determined that he/she is entitled to be indemnified by this Association as authorized in this article.
Section 6: Non Exclusivity: Duration
The indemnification provided by this Article XIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, both of disinterested Officers or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Officer and shall inure to the benefit of her heirs, executors and administrators of such person.
Section 7: Insurance
The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was an Officer of The Association, or is or was serving at the request of this Association or Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not this Association would have the power to indemnify him/her against such liability under the provisions of this Article.
Section 8: Applicability to Other Persons
The provisions of the Article XIII may be applicable to persons who are not Officers of The Association and such persons may be similarly indemnified for service by or on behalf of The Association to the extent authorized by any resolution of The Board, which may be passed from time to time.
REV 4: August, 2010
ARTICLE I: NAME
The organization’s official name is “Bethel Park Girls Lacrosse Association”; henceforth referred to as “BPGLA”.
ARTICLE II: PURPOSE
The purpose of the BPGLA is twofold: 1) to facilitate Bethel Park player participation in interscholastic Lacrosse by providing financial and organizational support; and 2) to uphold the philosophies and goals of the Bethel Park School District.
ARTICLE III: MEMBERSHIP
Section 1: Membership Defined
Shall be open to parents/guardians of all 9th through 12th grade girls attending school in the Bethel Park School District who meet the eligibility requirements of the WPIAL; and are in good standing with the BPGLA.
Section 2: Voting Rights
Any member in good standing shall have the right to vote for Executive Board Members. Standing Committees and Special committees are filled by volunteers.
Section 3: Member “in good standing”
A member shall be “in good standing” if all dues, fees or charges due are paid and current and required insurance forms and waivers are duly signed and submitted.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: General
The management and control of the BPGLA will be vested in the Executive Board (hereafter referred to as “The Board”) which shall have absolute charge, control and management of the property, affairs and funds of The Association. The Board shall also posses the power and authority to do and perform all acts and functions consistent with these By-Laws.
Section 2: Executive Board Membership
The BPGLA Executive Board is elected by the general membership, and shall consist of the following positions:
President
Vice-President
Treasurer
Secretary
In addition, two Team Liaison officers are also considered to be members of the Executive Board; these are appointed positions rather than elected positions.
The office of Vice-President may be filled by two persons who agree to share the duties of this position. All other Board positions are singularly-held positions. Each Board member holds the power of one (1) vote. In the event that an even number of Board members exists, the President shall abstain from the voting process.
Section 3: Terms of the Executive Board Members
The term office for Board Members will be one (1) year or until a successor is duly elected.
Section 4: Election of Board Members
(a) Nominations: A Nominating Committee shall be drafted in the spring, consisting of at least
two (2) persons. At least one of these persons must be a current BPGLA Board member.
Nominations for elected positions are to be submitted to the Nominating Committee via
written tally or by email. Nominations will occur in the spring, after the
spring General Membership meeting but prior to the End-of-Year Banquet.
(b) Elections: Elections will be held at a spring Board Meeting, open to the General
Membership, prior to the End-of-Year Banquet. If more than one candidate seeks a single
Board position, the votes for Board positions will be tallied and ranked. The candidate
receiving the greatest number of votes for his/her respective position shall be elected. If
there is one candidate seeking election for a specific board position, election for that
position may occur by voice vote.
(c) Elected Terms: Officers elected in the Spring commence their terms of service on July 1st and serve until June 30 (consistent with the fiscal year of the BPGLA).
Section 5: Resignation, Vacancy, Removal of Board Member
Any Executive Board Member may resign from office at any time. Such resignation shall be presented to the President, in writing, and shall be effective immediately. Any vacancy occurring on The Board shall be filled by a majority vote of the remaining members of The Board present at a properly called and convened meeting of The Board. The Board-elected appointee shall complete the term of the member who tendered the resignation. If The Board Member has engaged in conduct which is not in the best interest of the BPGLA, any Board member may be removed by majority vote of the Executive Board at a properly called and convened meeting.
Section 6: Duties of Executive Board Members
President: Presides over meetings of The Board; suggests items for new business; sets agendas for Board Meetings and General membership meetings; decides who shall have the floor to speak during meetings; communicates with the Coach/coaching staff as appropriate regarding Board issues and BPGLA activities
Vice-President: Assists the President as requested; would serve as acting President if the President cannot serve; serves as Chair of Ways and Means (Fundraising)
Secretary: Records the minutes of Board Meetings; conducts correspondence for The Board
Treasurer: Receives all monies; keeps accurate records of cash flow receipts and disbursements; makes authorized payments; prepares Budget Statements for distribution at Board and General Membership meetings
Team Liaison(s): Channels and communicates pertinent information between Board and team. Develops a working relationship with team Captains as well as Coach. Organizes refreshments and equipment for non-season tournament games.
ARTCLE V: Meetings
Section 1:
Meetings shall be called by The President as often as necessary, but not fewer than six (6) times during the school year.
Section 2:
Robert’s Rules of Order shall be employed as the operating protocol for all meetings.
Section 3:
Except as may otherwise be presented herein, the presence of a majority of the members of The Board shall constitute a quorum for the transaction of business at any meeting.
Section 4:
TYPES OF MEETINGS: A General Membership Meeting is one where explicit invitation is extended to the entire General Membership. At least two (2) General Membership Meetings shall be offered during the course of the school year, one in the fall and one in the spring. Appropriate information and paperwork shall be disbursed at said meetings. A copy of the BPGLA bylaws will be made available to any member requesting such. Regular Board Meetings occur once per month from September through May. The General Membership is informed of the Regular Board Meeting Schedule and is welcome to attend these meetings; however, no explicit invitation is extended to the General Membership in the case of Regular Board Meetings. An Executive Board Meeting is not open to the General Membership; only Executive Board Members (as described in Article 4, Section 2) are in attendance. The Board reserves the right to call Executive Board Meetings as needed. Any or all portions of scheduled Regular Meetings may be designated as Executive Board Meetings, thereby limiting the attendance to Executive Board members only.
Section 5:
The Operating Budget shall be voted on and approved by the Board in the fall of the school
year, before the first General Membership Meeting.
ARTICLE VI: COMMITTEE DESCRIPTIONS and COMMITTEE CHAIRPERSONS
Section 1: Ways and Means
Devises and executes plans for fundraising activities throughout the year.
Section 2: Banquet
Makes necessary plans and arrangements for End of Year Banquet.
Section 3: Communication:
Assists with website maintenance and email communication.
Section 4: Community Day
Organizes sale items and scheduling for Community Day.
Section 6: Clothing
Organizes clothing sales, including ordering and distribution of items.
Section 7: Senior Night
Organizes protocol for Senior Night, including photography, Senior Night Program, and refreshments.
Section 8: Concession Stand
Stocks and maintains concession stand items. Schedules workers and work shifts for Concession Stand coverage.
ARTICLE VII: FINANCES AND PROCEDURES
Section 1:
Each season, a Membership/Registration Fee may be collected from each participating lacrosse family. The Registration Fee amount shall be determined by Board vote, before the first fall General Membership Meeting. All families are strongly encouraged, but not mandated, to pay the BPGLA Registration fee.
Section 2:
All fees paid by the membership are collected by the Treasurer, and are to be used for general Operating Expenses of the BPGLA.
Section 3:
All financial records (including but not limited to ledgers, journals, statements prepared by the Treasurer, receipts, cancelled checks and vouchers) are and shall remain the property of The BPGLA. Upon completion of the fiscal year, the Treasurer shall prepare a final statement and organize all financial records for the year. If the Treasurer fails to comply with said request, he or she shall be responsible for all costs and attorney’s fees incurred by the BPGLA during the process of procuring the financial records.
Section 4:
All expenditures shall be approved by The Board of the BPGLA.
Section 5:
The fiscal year of the Bethel Park Girls Lacrosse Association shall be July 1 to June 30.
Section 6:
Transition of materials/supplies/binders/etc. to the newly elected board members shall be completed by July 15th of the new fiscal year.
Section 7:
Budgeting what items the Board will fund each year is determined by a vote of the Board and follow some basic guidelines:
a. Does the item being funded lead to development and improvement of individual and team skills (TRL Team Tune-up, goalie coaches, etc.)
b. Does the item being funded recognize individual and/or team accomplishments (Senior night, End-of-Year-Banquet, etc.).
c. Does the item being funded recognize a positive, instructive, challenging and supportive coaching environment (coaches gifts, etc.).
d. All other items brought before the Board are considered on their own merit, ability of the majority of the team to participate/benefit and availability of funds.
ARTICLE VIII: COACHING STAFF
Selection of the coaching staff for the Bethel Park Girls Lacrosse team is the sole responsibility of Bethel Park School District’s Athletic Department, and is subject to approval from the Bethel Park School District Personnel Committee. The selection of the coaching staff shall be governed by the rules in effect at the time established by WPIAL and the policies established by Bethel Park School District.
ARTICLE IX: LIABILITY
Section 1: Personal Liability of Executive Board Members
No Executive Board Member shall be personally liable for monetary damage as such for any action taken, or any failure to take action, provided that this provision shall not eliminate liability
a) for
i) willful breach or failure to perform the duties of office and
ii) where such breach or failure to perform such duties constitutes self-dealing, willful misconduct or recklessness;
b) pursuant to any criminal statute; or
c) for the payment of taxes pursuant to Local, State, or Federal Law.
Section 2: Indemnification: Actions Other Than Those By or in the Right of The Association
The BPGLA shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding whether civil or criminal, administrative or investigative (other than any action by or in the right of this Association) by reason of the fact that he/she is or was an Officer of The Board of this Association, or is or was serving at the request of this Association as an Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) judgments, fine and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit or proceeding if the Officer acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of The Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for willful misconduct or recklessness. The termination of any action, suit or proceeding by judgment, order settlement, conviction or upon a pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Officer did not act in good faith and in a manner which he/she believed to be in, or not opposed to, the best interests of this Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 3: Indemnification: Actions By or in the Right of The Association
The Association shall indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action or suit by or in the right of this Association to procure a judgment in its favor by reason of the fact that he/she is or was an Officer of this Association, or is or was serving at the request of this association as an Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if the officer acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of The Association; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for willful misconduct or recklessness.
Section 4: Determination Required
Any indemnification under this Article VII shall be made by a determination that the indemnification or the Officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in such subsection. Such determination shall be made:
a) By the Executive Board by a majority vote of a quorum consisting of Offices who were not parties to such an action, suit or proceeding: or
b) If such a quorum is not obtainable, or even attainable, a majority vote of a quorum of disinterested Officers so directs, by independent legal counsel in a written opinion.
Section 5: Advance of Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may by paid by this Association in advance of the final disposition of such action, suit or proceeding as authorized by The Board upon receipt of any undertaking by or on behalf of the Officer to repay such amount unless it shall ultimately to determined that he/she is entitled to be indemnified by this Association as authorized in this article.
Section 6: Non Exclusivity: Duration
The indemnification provided by this Article XIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, both of disinterested Officers or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Officer and shall inure to the benefit of her heirs, executors and administrators of such person.
Section 7: Insurance
The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was an Officer of The Association, or is or was serving at the request of this Association or Officer of another Association, corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not this Association would have the power to indemnify him/her against such liability under the provisions of this Article.
Section 8: Applicability to Other Persons
The provisions of the Article XIII may be applicable to persons who are not Officers of The Association and such persons may be similarly indemnified for service by or on behalf of The Association to the extent authorized by any resolution of The Board, which may be passed from time to time.