NBYFL

ARTICLE XII - Immunity Provision

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Categories: NBYFL ByLaws

Immunity Provision

    1. No trustee, officer, or volunteer (as defined in the State Act) shall be personally liable to NBYFL, or its members for monetary damages for a breach of such Director's or Officer's fiduciary duty; provided however, that this paragraph shall not eliminate or limit the liability of a Trustee, Director or Officer for any of the following: 

        1. Breach of the Trustee’s, Director’s or Officer's duty of loyalty to the League
        2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law 
        3. A transaction from which the Trustee, Director, Officer or volunteer derived an improper personal benefit
        4. An act or omission that is grossly negligent
        5. An act or omission occurring before the filing of these Articles of Incorporation and Bylaws

      2. Further, so long as it is tax exempt under §501(c)(3) of the Internal Revenue Code of 1986, as amended, NBYFL assumes all liability to any person other than NBYFL or its members for all acts or omissions of a Trustee or Officer incurred in the good faith performance of the Trustee’s or Officer’s duties occurring on or after the date these Articles are filed. However, NBYFL shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in said §501(c)(3). In addition, NBYFL assumes all liability to any person, other than NBYFL, for all acts or omissions of a volunteer if all of the following are met:

          1. Volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority
          2. Volunteer was acting in good faith
          3. Volunteer's conduct did not amount to gross negligence or willful and wanton misconduct
          4. Volunteer's conduct was not an intentional tort
          5. Volunteer's conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle for which tort liability may be imposed.

        3. If the State Act is amended after the filing of these Articles to authorize the further elimination or limitation of the liability of Trustees, Directors, Officers and/or volunteers of nonprofit corporations, then the liability of same, in addition to that described in this Article, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the State Act as so amended, except to the extent that such assumption is inconsistent with the status of the corporation as an organization described in said §501(c)(3). 

          4. No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any Trustee, Director, Officer or volunteer of this corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.