Section 1.

Definitions Applicable to Indemnification and Insurance Provisions of Bylaws Definitions Applicable to Indemnification and Insurance Provisions of Bylaws.

1. "Association" means Stoughton Youth Hockey Association, Inc., a nonstock, nonprofit corporation organized under Chapter 181 of the Wisconsin Statutes.
2. "Director," "Officer," "Employee" and "Agent" means any of the following:
1. A natural person who is or was a director, officer, employee or agent of the Association.
2. A natural person who, while a director, officer, employee or agent of the Association, is or was serving at the Association’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.
3. A natural person who, while a director, officer, employee or agent of the Association is or was serving an employee benefit plan because his or her duties to the Association also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
4. Unless the context requires otherwise, the estate or personal representative of a Director, Officer, Employee or Agent.
3. "Expenses" include fees, costs, charges. disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
4. "Liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and reasonable expenses.
5. "Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
6. "Proceeding" means any threatened, -pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal,state or local law and which is brought by or in the right of the Association or by any other person.

Section 2.    Mandatory Indemnification for Directors and Officers.

1. The Association shall indemnify a Director or Officer to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the Director or Officer was a party because he or she is a Director or Officer of the Association.
2. 1. In cases not included under Subsection (A) above, the Association shall indemnify a Director or Officer against liability incurred by the Director or Officer in a proceeding to which the Director or Officer was a party because he or she is a Director or Officer of the Association, unless liability was incurred because the Director or Officer breached or failed to perform a duty he or she owes to the Association and the breach or failure to perform constitutes any of the following:
   2. 1. A willful failure to deal fairly with the Association in connection with a matter in which the Director or Officer has a material conflict of interest.
      2. A violation of criminal law, unless the Director or Officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
      3. A transaction from which the Director or Officer derived an improper personal profit.
      4. Willful misconduct.
   3. Determination of whether indemnification is required under this Subsection 2(B) shall be made pursuant to the procedures provided for in Section 6 of this bylaw.
   4. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification is not required under these bylaws.
3. A Director or Officer who seeks indemnification under these bylaws shall make a written request to the Association.
4. 1. Indemnification under these bylaws is not required to the extent limited by the Articles of Incorporation.
   2. Indemnification under these bylaws is not required to the extent the Director or Officer has previously received indemnification or allowance of expenses from any person, including the Association, in connection with the same proceeding.

Section 3.    Allowance of Expenses as Incurred.

1. Upon written request by a Director or Officer who is a party to a proceeding,the Association may pay or reimburse his or her reasonable expenses as incurred, if the Director or Officer provides the Association with all of the following:
2. 1. A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Association.
   2. A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the Association, to pay reasonable interest on the allowance to the extent that it is ultimately determined that indemnification is not required by these bylaws and that indemnification is not ordered by a court under applicable Wisconsin Statutes. The undertaking under this subsection shall be an unlimited general obligation of the Director or Officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.

Section 4.

Optional Indemnification and Allowance of Expenses for Employees and Agents.

1. The Board of Directors of the Association may from time to time, by resolution, authorize the Association to indemnify and allow payment of reasonable expenses of Employees and Agents of the Association. The indemnification and allowance of expenses for Employees and Agents shall be in accordance with the standards and procedures contained in Sections 2, 3, and 6 of this Bylaw.
2. The resolution of the Board of Directors authorizing indemnification of Employees and Agents may be specific as to particular Employees and Agents or may be general as to all Employees and Agents.
3. The resolution of the Board of Directors may authorize the Association to enter into written contracts with an Employee or Agent providing for indemnification and allowance of expenses as provided for in these bylaws.

Section 5.    Determination of Right to Indemnification..

Except for court ordered indemnification of Directors and Officers under provisions of the Wisconsin Non-Stock Corporation Law, the right of a Director, Officer, Employee or Agent to indemnification under Section 2(B) or Section 4 of Bylaw 10 shall be determined by one of the three methods set forth below. The determination of which method will be used shall be by a majority vote of the Board of Directors.

1. By majority vote of a quorum of the Board of Directors consisting of Directors not at the time parties to the same or related proceedings. If a quorum of disinterested Directors cannot be obtained, then by majority vote of a committee duly appointed by the Board of Directors and consisting solely of 2 or more Directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
2. By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in Section 6(A), above, or if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including Directors who are parties to the same or related proceedings.
3. By a panel of 3 arbitrators consisting of one arbitrator selected by those Directors entitled under Section 6(B), above, to select independent legal counsel, one arbitrator selected by the person seeking indemnification and one arbitrator selected by the arbitrators previously selected.

Section 6.    Insurance.

The Association may purchase and maintain insurance on behalf of an individual who is a Director, Officer, Employee or Agent of the Association against liability asserted against and incurred by the individual in his or her capacity as a Director, Officer, Employee or Agent or arising from his or her status as a Director, Officer, Employee or Agent regardless of whether the Association is required or authorized to indemnify or allow expenses to the individual against the same liability under these bylaws or applicable Wisconsin Statutes.

Section 7.    Miscellaneous.

1. The Board of Directors, by resolution, may authorize rights to indemnification and payment of expenses for Directors, Officers, Employees and Agents, which are in addition to those provided for in Sections 2, 4 and 5 of this Bylaw, provided that such authorization is determined by independent legal counsel to be permissible under Section 181.047 of the Wisconsin Statutes.
2. It is acknowledged that a Director or Officer of the Association has the right under Sections 181.043 and 181.049 of the Wisconsin Statutes to apply to a court of competent jurisdiction for a judicial determination of the right of a Director or Officer to be indemnified by the Association.