CONSTITUTION OF THE EMERALD NECKLACE MG REGISTER, INC.

ARTICLE I - NAME

The name of the organization shall be the "Emerald Necklace MG Register, Inc.", hereinafter referred to as “ENMGR” or the "Club".

ARTICLE II - OBJECT

Section 1: Purpose of the Club
  1. To preserve the MG marque.
  2. To help every MG owner/enthusiast enjoy his or her car to the fullest.
  3. To provide good fellowship and exchange of information among MG owners and enthusiasts.
  4. To furnish Registered Members with information and assistance pertaining to the MG.
  5. To supply Registered Members with local, national, and international MG news.
Section 2: Powers of the Club
  1. To incorporate under any appropriate incorporation laws pertaining to non-profit associations in the State of Ohio and the United States.
  2. To adopt by-laws.
  3. To act as an Affiliated Overseas Centre of the MG Car Club ltd
  4. To act as an affiliate of any international, national or regional MG or British car club as determined by a majority vote of the board of directors.

ARTICLE III - MEMBERSHIP

Any MG owner or enthusiast shall be eligible for full membership regardless of residence or nationality.

ARTICLE IV - BOARD OF DIRECTORS AND COMMITTEE CHAIRPERSONS

Section 1: Directors
The Board of Directors shall be the governing body.
Section 2: Board of Directors
The Board of Directors shall include those positions necessary for the successful operation of the ENMGR.

ARTICLE V – GATHERINGS AND EVENTS

Gatherings and Events shall be announced in the Club's monthly publication, "The eChatter", on the club website, via email or by communication to Registered Members by any other means deemed appropriate by the Board of Directors.

ARTICLE VI – DISSOLUTION

In the event that the Board of Directors determines that the Club should be dissolved, proper notification shall be given to the Secretary of State for the State of Ohio and other legal authorities.

ARTICLE VII – AMENDMENTS

The Constitution and By-laws may be amended by the Board of Directors with approval by a majority of the votes cast by members in good standing that are received by the close of the voting period. The voting period will be set by the Board of Directors but will not be less than 30 days after the Amendments are presented to the membership.

BY-LAWS OF THE EMERALD NECKLACE MG REGISTER, INC

ARTICLE I - REFERENCES

The "Emerald Necklace MG Register, Inc." is referred to as “ENMGR” or the "Club" in this document.

ARTICLE II - MEDIA

Section 1: Official Publication
"The eChatter" shall be the official Club publication. It shall be published monthly and distributed as part of the dues structure to all Registered Members in good standing. The primary method of eChatter distribution is electronic delivery. Members supplying an email address will receive the eChatter electronically. Members wanting to receive the eChatter via USPS will be assessed a surcharge in addition to the regular club dues in order to cover printing and postage costs. See ARTICLE III Section2.
Section 2: Web Site
MGCLEVELAND.COM is the official website of the Club. It shall be maintained for access by the membership as part of the dues structure to all Registered Members in good standing.
Section 3: “Swap Meet”
The “Swap Meet” as defined here is a document of items or vehicles for sale by club members. It can also list items given for free or items wanted by club members. It shall be maintained on the Members Section of the website.
Section 4: Email
Email is used to electronically communicate messages and monthly eChatter to the Registered Membership.
Section 5: Other Media
Other media methods of communication may be established for the Club upon a majority vote of the Board of Directors. These may include but not be limited to Social Media sites.

ARTICLE III -MEMBERSHIP AND DUES

Section 1: Membership
  1. Any MG owner or enthusiast, partner or spouse and all children under the age of eighteen (18) years living at the same address, shall upon application, payment, and acceptance of required dues and fees become a Registered Member.
  2. Out of State Membership would include any MG owner or enthusiast who lives outside of the State of Ohio, shall upon application, payment, and acceptance of required dues and fees, become an Out of State Member equal to a Registered Member.
  3. Honorary life Membership shall be bestowed on persons upon the approval of the Board of Directors and a majority vote of the Registered Members in good standing.
  4. Single members, families, and honorary life members shall be known as Registered Members.
Section 2: Dues
  1. The amount of annual dues shall be determined by the Board of Directors and is non-refundable.
  2. The amount of an annual surcharge due to the costs of mailing a printed copy the eChatter via USPS will be determined by the Board of Directors and is non-refundable.
  3. Dues and USPS surcharge are due and payable on January 1st of any given year.
Section 3: Privileges and Duties
  1. All Registered Members shall be entitled to all privileges of the Club including but not limited to the competing in or participating in Club a sponsored or sanctioned event.
  2. Proof of a valid driver's license and liability insurance coverage in an amount not less than minimum allowed under the financial responsibility laws of the State of Ohio shall be required for a driver to compete and/or participate in any driving event.
  3. Every Registered Member shall promptly inform the Club Secretary of any information changes to ensure delivery of all Club communications. This shall include information such as Address, home phone and cell numbers, email addresses, etc... Failure to do so may prevent the Registered Member from receiving club communications.
  4. Each Registered Membership number shall have one vote per Registered Adult for a maximum of two votes on motions submitted for approval by the Board of Directors.
    • Handwritten ballots will be accepted at club events or by USPS delivery to the club Secretary.
    • Email votes shall be permitted if they are sent to the Secretary along with the Registered Members name and phone number
    • Other methods of voting, balloting and vote counting established by the Board shall be acceptable as long as all members can participate equally.
    • All voteswill be counted as long as they are received and accepted before the final vote’s closing.
Section 4: Resignation, Expulsion, Lapses, and Reinstatements
  1. Resignation: Any Registered Member may resign from the Club by giving written notice to the Secretary. Resignations shall become effective immediately upon receipt, providing all indebtedness to the Club is paid. No dues will be refunded.
  2. Expulsion: Any Registered Member may, upon a two-thirds (2/3) vote by of the Board of Directors, be expelled because of violation of Club rules, dishonesty, or any other just cause.
  3. Lapse ofMembership: Membership shall lapse for non-payment of dues ninety (90) days after the due date.
  4. Reinstatements: Any Registered Member whose dues have lapsed may be reinstated upon payment of current dues.

ARTICLE IV - GATHERINGS AND EVENTS

Section 1: Club Gatherings and Events
Club meetings / gatherings shall be held each month.

Section 2: Notice of Gatherings and Events
Gatherings and Events shall be announced to Registered Members by any media under Article II of these By-Laws.

ARTICLE V – BOARD OF DIRECTORS

Section 1: General
  1. The Board of Directors shall consist of registered Members in good standing.
  2. The Board of Directors shall be those positions necessary for the successful operation of the ENMGR and shall consist of:
A. The elected positions of President, Vice President, Secretary and Treasurer.

B. The Unelected Positions of Newsletter Editor, Web Site Coordinator, Technical Coordinator, Events Coordinator, Regalia Coordinator, Northeastern Ohio British Car Council Representative, Historian and the Immediate Past President.

C. Additions and Deletions of Unelected Positions on the Board of Directors shall be determined by a majority vote of Board of Directors.

D. Each position on the Board of Directors shall have one vote on issues coming before the Board.
Section 2: Board of Directors Meeting Rules
"Robert's Rules ofOrder - Revised" shall govern wherever there is inconsistency within the Club's By-laws.
Section 3: Terms of Office
  1. The Elected Officers term of office shall be two (2) years commencing the first day of January and alternating the years of the following officers to facilitate continuity in the operation of the club; the election of President and Secretary shall be on the odd-number years, and the election of Vice President and Treasurer shall be on the even number years.
  2. Nominations for Elected Officers will be accepted until and including the November Nominations Meeting. Voting will take place from the November Nominations Meeting until and including the December Club meeting. Election to an office requires a majority of the votes cast by themembers in good standing that are received during the voting period.
  3. Those holding Unelected Board positions will continue with their responsibilities until such time as they resign or are removed from that position
Section 4: Removal From the Board
  1. Any person holding an Unelected Board Position may be removed by majority vote of the Board of Directors.
  2. Any member of the Board of Directors may be dismissed by a two-thirds (2/3) majority vote of the Registered Membership in good standing, upon written notice of charges.
Section 5: Duties of the Board of Directors
  1. The PRESIDENT shall be the chief executive officer of the Club; shall performall duties commonly incident to this office; and supervise the affairs of the Club, subject to the general approval of the Board of Directors. He or she shall be authorized to sign all checks and shall preside at all meetings of the Board of Directors and gatherings of the Registered Members. He or she or the Board of Directors shall approve all those persons applying for the Unelected Positions and appoint special project persons. He or she may, with approval of the Board of Directors, hire, discharge or contract officers' duties. He or she shall fill any vacancy in an office which may occur during the current term with approval of the Board of Directors. He or she shall supervise all Club matters and members of the Board of Directors.
  2. The VICE PRESIDENT shall be responsible for membership recruitment. He or she shall assist the President at all times and will assume the duties and powers of the President if the President is unable to fulfill his or her duties. The Vice President shall coordinate the club Awards Programs which include but are not limited to “The Founders Award”, “The Golden Screw-Up Award” and the “Spirit Award”.
  3. The TREASURER shall maintain the Club's financial records; shall be authorized to sign all checks; and shall be responsible for the disbursement of the Club's funds. Annually, or as requested by the Board of Directors, he or she shall submit a financial report for publication in the "The eChatter".He or she shall forward to the Internal Revenue Service all necessary documents.
  4. The SECRETARY shall record the minutes of the Board meetings. He or she shall handle all Club business correspondence. He or she shall also serve as the Club's Registrar, maintaining the Club's car registry and membership records; process new memberships; name and address changes; and communicate with the Club RegisteredMembers regarding membership matters. He or she shall prepare, distribute, receive and record the annual membership renewals. He or she shall copy and mail the eChatter to those members who do not receive the eChatter via other means of communication.
Section 6: Duties of the Unelected Board Positions
  1. NEWSLETTER EDITOR shall publish the monthly publication "The eChatter" on the club web site, on or about the last day of each month. The Editor shall distribute the eChatter via email, publication on the club site and by any other electronic method approved by the Board of Directors. The Editor shall send a copy of the eChatter to the Secretary suitable for USPS mailing. The Editor shall maintain the club document of items for sale or wanted AKA the “SwapMeet” and shall upload the current “SwapMeet” to the clubweb site using the administrative tools provided by the Web Site Coordinator.
  2. WEB SITE COORDINATOR: Is responsible for maintaining the integrity of the club web site and providing administrative tools and procedures for updating various sections of the web site.
  3. TECHNICAL COORDINATOR: Is responsible for fielding technical questions from club members. Technical Coordinator is also responsible for periodic updating of the Technical Section of the club web site using the administrative tools provided by the club Web Site Coordinator.
  4. EVENTS COORDINATOR: Is responsible for coordinating all club events. Is responsible for providing a current Events Schedule to the Editor for inclusion in the monthly eChatter. Is responsible for uploading the current Events Schedule to the club web site using the administrative tools provided by the Web Site Coordinator
  5. REGALIA COORDINATOR: Purchases, takes orders for and sells club regalia at club events. Is responsible for updating the Regalia Section of the club web site using the administrative tools provided by the Web Site Coordinator
  6. HISTORIAN: Responsible for collecting and maintaining the Club's library of records, articles, and pictures, and cataloging club owned items and memorabilia.
  7. NORTHEASTERN OHIO BRITISH CAR COUNCIL REPRESENTATIVE: represents the club on the NEOBCC.
  8. IMMEDIATE PAST PRESIDENT shall assist the President.

ARTICLE V - INDEMNIFICATION

Each member of the Board of Directors, Committee Chairpersons, and other appointed persons of this Club, new and hereafter in office, and their heirs, executors, and administrations, and each member of the Board of Director, Committee Chairpersons, and other appointed persons of this Club and their heirs, executors, and administrators who now act, or shall hereafter act, at the request of the Club as a member of the Board of Directors, Committee Chairpersons, or appointed person of this Club and controlled by this Club, shall be indemnified by this Club against costs, expenses, and amounts or liability therefore, including counsel fees reasonably incurred by or imposed upon himin connectionwith or resulting from any action, suit, proceeding or claim to which he may be made a party; in which he may be or become involved by reason of his acts of omission or commission, or alleged acts of commission as such member of the Board of Directors, Committee Chairperson, or other appointed person of this Club; or subject to the provisions thereof, any settlement thereof, whether or not he continues to be such member of the Board of Directors, Committee Chairpersons, or other appointed person of this Club, at the time of incurring such costs, expenses, or amounts, provided that such indemnification shall not apply with respect to any matter as to which such member of the Board of Directors, Committee Chairpersons, and other appointed persons of this Club shall be finally adjudged in such action, suit, or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duties as a member of the Board of Directors, Committee Chairpersons, or other appointed persons of this Club; and provided further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, when, in the judgment of the Officer of this Club, such settlement and reimbursement appear to be in the best interest of this Club. The foregoing right of indemnification shall be in addition to, and not exclusive of, any and all other rights as to which any such Board of Directors, Committee Chairperson, or other appointed persons of this Club may be entitled under any By-law agreement.

ARTICLE VI

These By-laws may be amended consistent with the Statutes of the State of Ohio and the provisions of the Club's Constitution at the determination of the Board of Directors.

CONSTITUTION OF THE EMERALD NECKLACE MG REGISTER, INC.

ARTICLE I - NAME

The name of the organization shall be the "Emerald Necklace MG Register, Inc.", hereinafter referred to as “ENMGR” or the "Club".

ARTICLE II - OBJECT

Section 1: Purpose of the Club
  1. To preserve the MG marque.
  2. To help every MG owner/enthusiast enjoy his or her car to the fullest.
  3. To provide good fellowship and exchange of information among MG and enthusiasts.
  4. To furnish Registered Members with information and assistance pertaining to the MG.
  5. To supply Registered Members with local, national, and international MG news.
Section 2: Powers of the Club
  1. To incorporate under any appropriate incorporation laws pertaining to non-profit associations in the State of Ohio and the United States.
  2. To adopt by-laws.
  3. To act as an Affiliated Overseas Centre of the MG Car Club ltd
  4. To act as an affiliate of any international, national or regional MG or British car club as determined by a majority vote of the board of directors.

ARTICLE III - MEMBERSHIP

Any MG owner or enthusiast shall be eligible for full membership regardless of residence or nationality.

ARTICLE IV - BOARD OF DIRECTORS AND COMMITTEE CHAIRPERSONS

Section 1: Directors
The Board of Directors shall be the governing body.

Section 2: Board of Directors
The Board of Directors shall include those positions necessary for the successful operation of the ENMGR.

ARTICLE V – GATHERINGS AND EVENTS

Gatherings and Events shall be announced in the Club's monthly publication, "The eChatter", on the club website, via email or by communication to Registered Members by any other means deemed appropriate by the Board of Directors.

ARTICLE VI – DISSOLUTION

In the event that the Board of Directors determines that the Club should be dissolved, proper notification shall be given to the Secretary of State for the State of Ohio and other legal authorities.

ARTICLE VII – AMENDMENTS

The Constitution and By-laws may be amended by the Board of Directors with approval by a majority of the votes cast by members in good standing that are received by the close of the voting period. The voting period will be set by the Board of Directors but will not be less than 30 days after the Amendments are presented to the membership.

BY-LAWS OF THE EMERALD NECKLACE MG REGISTER, INC

ARTICLE I - REFERENCES

The "Emerald Necklace MG Register, Inc." is referred to as “ENMGR” or the "Club" in this document.

ARTICLE II - MEDIA

Section 1: Official Publication
"The eChatter" shall be the official Club publication. It shall be published monthly and distributed as part of the dues structure to all Registered Members in good standing. The primary method of eChatter distribution is electronic delivery. Members supplying an email address will receive the eChatter electronically. Members wanting to receive the eChatter via USPS will be assessed a surcharge in addition to the regular club dues in order to cover printing and postage costs. See ARTICLE III Section2.
Section 2: Web Site
MGCLEVELAND.COM is the official website of the Club. It shall be maintained for access by the membership as part of the dues structure to all Registered Members in good standing.
Section 3: “Swap Meet”
The “Swap Meet” as defined here is a document of items or vehicles for sale by club members. It can also list items given for free or items wanted by club members. It shall be maintained on the Members Section of the website.
Section 4: Email
Email is used to electronically communicate messages and monthly eChatter to the Registered Membership.
Section 5: Other Media
Other media methods of communication may be established for the Club upon a majority vote of the Board of Directors. These may include but not be limited to Social Media sites.

ARTICLE III -MEMBERSHIP AND DUES

Section 1: Membership
  1. Any MG owner or enthusiast, partner or spouse and all children under the age of eighteen (18) years living at the same address, shall upon application, payment, and acceptance of required dues and fees become a Registered Member.
  2. Out of State Membership would include any MG owner or enthusiast who lives outside of the State of Ohio, shall upon application, payment, and acceptance of required dues and fees, become an Out of State Member equal to a Registered Member.
  3. Honorary life Membership shall be bestowed on persons upon the approval of the Board of Directors and a majority vote of the Registered Members in good standing.
  4. Single members, families, and honorary life members shall be known as Registered Members.
Section 2: Dues
  1. The amount of annual dues shall be determined by the Board of Directors and is non-refundable.
  2. The amount of an annual surcharge due to the costs of mailing a printed copy the eChatter via USPS will be determined by the Board of Directors and is non-refundable.
Section 3: Privileges and Duties
  1. All Registered Members shall be entitled to all privileges of the Club including but not limited to the competing in or participating in Club a sponsored or sanctioned event.
  2. Proof of a valid driver's license and liability insurance coverage in an amount not less than minimum allowed under the financial responsibility laws of the State of Ohio shall be required for a driver to compete and/or participate in any driving event.
  3. Every Registered Member shall promptly inform the Club Secretary of any information changes to ensure delivery of all Club communications. This shall include information such as Address, home phone and cell numbers, email addresses, etc... Failure to do so may prevent the Registered Member from receiving club communications.
  4. Each Registered Membership number shall have one vote per Registered Adult for a maximum of two votes on motions submitted for approval by the Board of Directors.
    • Handwritten ballots will be accepted at club events or by USPS delivery to the club Secretary.
    • Email votes shall be permitted if they are sent to the Secretary along with the Registered Members name and phone number
    • Other methods of voting, balloting and vote counting established by the Board shall be acceptable as long as all members can participate equally.
    • All voteswill be counted as long as they are received and accepted before the final vote’s closing.
Section 4: Resignation, Expulsion, Lapses, and Reinstatements
  1. Resignation: Any Registered Member may resign from the Club by giving written notice to the Secretary. Resignations shall become effective immediately upon receipt, providing all indebtedness to the Club is paid. No dues will be refunded.
  2. Expulsion: Any Registered Member may, upon a two-thirds (2/3) vote by of the Board of Directors, be expelled because of violation of Club rules, dishonesty, or any other just cause.
  3. Lapse ofMembership: Membership shall lapse for non-payment of dues ninety (90) days after the due date.
  4. Reinstatements: Any Registered Member whose dues have lapsed may be reinstated upon payment of current dues.

ARTICLE IV - GATHERINGS AND EVENTS

Section 1: Club Gatherings and Events
Club meetings / gatherings shall be held each month.
Section 2: Notice of Gatherings and Events
Gatherings and Events shall be announced to Registered Members by any media under Article II of these By-Laws.

ARTICLE V – BOARD OF DIRECTORS

Section 1: General
The Board of Directors shall be those positions necessary for the successful operation of the ENMGR and shall consist of:
Section 2: Board of Directors Meeting Rules
"Robert's Rules ofOrder - Revised" shall govern wherever there is inconsistency within the Club's By-laws.
Section 3: Terms of Office
  1. The Elected Officers term of office shall be one (1) year commencing the first day of January.
  2. Nominations for Elected Officers will be accepted until and including the November Nominations Meeting. Voting will take place from the November Nominations Meeting until and including the December Club meeting. Election to an office requires a majority of the votes cast by themembers in good standing that are received during the voting period.
  3. Those holding Unelected Board positions will continue with their responsibilities until such time as they resign or are removed from that position
Section 4: Removal From the Board
  1. Any person holding an Unelected Board Position may be removed by majority vote of the Board of Directors.
  2. Any member of the Board of Directors may be dismissed by a two-thirds (2/3) majority vote of the Registered Membership in good standing, upon written notice of charges.
Section 5: Duties of the Board of Directors
  1. The PRESIDENT shall be the chief executive officer of the Club; shall performall duties commonly incident to this office; and supervise the affairs of the Club, subject to the general approval of the Board of Directors. He or she shall be authorized to sign all checks and shall preside at all meetings of the Board of Directors and gatherings of the Registered Members. He or she or the Board of Directors shall approve all those persons applying for the Unelected Positions and appoint special project persons. He or she may, with approval of the Board of Directors, hire, discharge or contract officers' duties. He or she shall fill any vacancy in an office which may occur during the current term with approval of the Board of Directors. He or she shall supervise all Club matters and members of the Board of Directors.
  2. The VICE PRESIDENT shall be responsible for membership recruitment. He or she shall assist the President at all times and will assume the duties and powers of the President if the President is unable to fulfill his or her duties. The Vice President shall coordinate the club Awards Programs which include but are not limited to “The Founders Award”, “The Golden Screw-Up Award” and the “Spirit Award”.
  3. The TREASURER shall maintain the Club's financial records; shall be authorized to sign all checks; and shall be responsible for the disbursement of the Club's funds. Annually, or as requested by the Board of Directors, he or she shall submit a financial report for publication in the "The eChatter".He or she shall forward to the Internal Revenue Service all necessary documents.
  4. The SECRETARY shall record the minutes of the Board meetings. He or she shall handle all Club business correspondence. He or she shall also serve as the Club's Registrar, maintaining the Club's car registry and membership records; process new memberships; name and address changes; and communicate with the Club RegisteredMembers regarding membership matters. He or she shall prepare, distribute, receive and record the annual membership renewals. He or she shall copy and mail the eChatter to those members who do not receive the eChatter via other means of communication.
Section 6: Duties of the Unelected Board Positions
  1. NEWSLETTER EDITOR shall publish the monthly publication "The eChatter" on the club web site, on or about the last day of each month. The Editor shall distribute the eChatter via email, publication on the club site and by any other electronic method approved by the Board of Directors. The Editor shall send a copy of the eChatter to the Secretary suitable for USPS mailing. The Editor shall maintain the club document of items for sale or wanted AKA the “SwapMeet” and shall upload the current “SwapMeet” to the clubweb site using the administrative tools provided by the Web Site Coordinator.
  2. WEB SITE COORDINATOR: Is responsible for maintaining the integrity of the club web site and providing administrative tools and procedures for updating various sections of the web site.
  3. TECHNICAL COORDINATOR: Is responsible for fielding technical questions from club members. Technical Coordinator is also responsible for periodic updating of the Technical Section of the club web site using the administrative tools provided by the club Web Site Coordinator.
  4. EVENTS COORDINATOR: Is responsible for coordinating all club events. Is responsible for providing a current Events Schedule to the Editor for inclusion in the monthly eChatter. Is responsible for uploading the current Events Schedule to the club web site using the administrative tools provided by the Web Site Coordinator
  5. REGALIA COORDINATOR: Purchases, takes orders for and sells club regalia at club events. Is responsible for updating the Regalia Section of the club web site using the administrative tools provided by the Web Site Coordinator
  6. NORTHEASTERN OHIO BRITISH CAR COUNCIL REPRESENTATIVE: represents the club on the NEOBCC.
  7. IMMEDIATE PAST PRESIDENT shall assist the President.

ARTICLE V - INDEMNIFICATION

Each member of the Board of Directors, Committee Chairpersons, and other appointed persons of this Club, new and hereafter in office, and their heirs, executors, and administrations, and each member of the Board of Director, Committee Chairpersons, and other appointed persons of this Club and their heirs, executors, and administrators who now act, or shall hereafter act, at the request of the Club as a member of the Board of Directors, Committee Chairpersons, or appointed person of this Club and controlled by this Club, shall be indemnified by this Club against costs, expenses, and amounts or liability therefore, including counsel fees reasonably incurred by or imposed upon himin connectionwith or resulting from any action, suit, proceeding or claim to which he may be made a party; in which he may be or become involved by reason of his acts of omission or commission, or alleged acts of commission as such member of the Board of Directors, Committee Chairperson, or other appointed person of this Club; or subject to the provisions thereof, any settlement thereof, whether or not he continues to be such member of the Board of Directors, Committee Chairpersons, or other appointed person of this Club, at the time of incurring such costs, expenses, or amounts, provided that such indemnification shall not apply with respect to any matter as to which such member of the Board of Directors, Committee Chairpersons, and other appointed persons of this Club shall be finally adjudged in such action, suit, or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duties as a member of the Board of Directors, Committee Chairpersons, or other appointed persons of this Club; and provided further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, when, in the judgment of the Officer of this Club, such settlement and reimbursement appear to be in the best interest of this Club. The foregoing right of indemnification shall be in addition to, and not exclusive of, any and all other rights as to which any such Board of Directors, Committee Chairperson, or other appointed persons of this Club may be entitled under any By-law agreement.

ARTICLE VI

These By-laws may be amended consistent with the Statutes of the State of Ohio and the provisions of the Club's Constitution at the determination of the Board of Directors.