11.1 In General. Subject to Section 11.2 below, the League shall indemnify and hold
harmless to each person who is or was a director, officer, or employee of the League, or a
member of any committee, to the full extent mandated by, and in accordance with, Section
317A.521 of the Minnesota Corporation Act, without prohibitions, limitations or conditions other
than those set forth in said Sections 317A.521.
11.2 Limitation on Indeminfication. Indemnification pursuant to Section 11.1 above shall be
for the sole and exclusive benefit of the person expressly identified therein, and no other person,
corporation, or legal entity of whatever nature shall have any rights thereunder by way of
voluntary or involuntary assignment, subrogation, or otherwise.
11.3 Insurance. The League may provide, maintain, and pay for insurance on behalf of any
person indemnified pursuant to Section 11.1 above.
ARTICLE XII: POWER AND AUTHORITY
12.1 The Board of Directors shall have and exercise all power and authority afforded a
non-profit corporation by Minnesota law, to the extent that the exercise of such power and
authority is not otherwise limited by these By-Laws, the Articles of Incorporation, or the laws
governing the League as a 501(c)3 entity.
12.2 The Board alone has the power and authority to bind the League to any contract or
engagement, or to pledge its credit, or to render it financially liable for any purpose and for any
amount. This power may be designated to an Officer and/or the Executive Committee by written
Resolution of the Board of Directors for specific activities or events.
12.3 Committees shall be established and eliminated at the Board's discretion by written
Resolution.
ARTICLE XIII: STANDARD OF CARE
It is the responsibility of each director of the League to discharge his or her duties as
director in good faith, in a manner the director reasonably believes to be in the best interests of
the League, and with the care an ordinarily prudent person in a like position would exercise
under similar circumstances.
ARTICLE XIV: CONFLICTS OF INTEREST
Except as permitted by law, with respect to any contract or other transaction between this
League and any director (or an organization in which a director is a director, officer, or legal
representative or has a material financial interest), the material facts as to such contract or
transaction and as to the director's interest must be fully disclosed or known to the Board of
Directors prior to approval of such contract or transaction, and the interested director may not be
counted in determining the presence of a quorum and may not vote. Such actions shall be taken
in compliance with the League's Conflict of Interest Policy adopted by the Board of Directors.
ARTICLE XV: REGISTERED OFFICE AND REGISTERED AGENT
15.1 Registered Office. The registered office and location at which the general business of
the League is transacted and its corporate records are maintained shall be the League's official
office, except as otherwise designated by a Board of Directors' Resolution.
15.2 Registered Agent. The League shall not have a Registered Agent unless otherwise
designated by a resolution of the Board of Directors.
