J-Town Forum

J-Town Disc Golf Club Meeting
1/11/10 5:30 PM—meeting 3
Panera Bread- Rt. 59 & Caton Farm Rd., Plainfield, IL  60544

Motion to bring meeting to order @ 5:33PM, seconded.

Members in attendance:
• Ray Hill
• Frank Grimes
• Jason Poole
• Dean Bingham

1) Financial Report
• $932.42
• Purchased 27 clipboards, salt, and pencils

2) Club Statistics
• 105 members, 77 are PDGA members
• More tags will be purchased for 2010 with a little more research for 2011

3) PDGA Affiliate 2009
• $25 plus $.44 for the stamp
• Jtown members are encouraged to sign-up/renew your PDGA memberships through Jtown Disc Golf Club (officers:  Ray Hill, Frank Grimes, Jason Poole, Dean Bingham, Roy Bazan) for a discount on the fee

4) Ice Bowl
• Thor and Frank Grimes are working on details
• Sponsors are always welcome
• There will be a spokesperson "On Air with Kevin"

5) Tag Challenge Day
• Successful when the weather has been nice

6) Club vs. Club Challenges
• Frank is contacting Randy

7) Q & A for Members
• Members can also ask questions or make comments to jtowndiscgolf@gmail.com

Motion to adjourn @ 6:42PM, seconded

J-Town Disc Golf Club Meeting
11/21/09 6:00 PM—meeting 2
McDonalds- 4280 W Jefferson St, Joliet, IL  60431

Members in Attendance:
•   Dean Bingham
•   Frank Grimes
•   Jason Poole
•   Ray Hill

1)   Financial Report
•   Club Balance: $558.06
•   Jason Poole—reimbursed for initial investment of bag tags
•   Keep gift for membership—carabineer
•   2011 membership will consist of a $15 donation to the club—includes a new bag tag and a carabineer
2)   Club Statistics
•   Number of Members
75 total—59 PDGA members
•   Number  of remaining tags
45- Will look into purchasing more tags once we're down to 20
3)   PDGA Affiliate 2009
•   Motion to become a PDGA Affiliate-passed
4)   Schedule for future meetings
•   2nd Monday on ODD Months
•   Location for General Membership meetings- still looking for convenient places

5)   Member Feedback/Concerns
•   No concerns at this time

6)   Sanctioned Tournament
•   Ray will ask Brett for tournament availability (presented by the J-Town Disc Golf Club)
•   Contact a vendor to handle merchandise for possible tournament
•   Sanctioned club tournament—possibly during the week in July
o   2 divisions- Pro/Am

7)   Tag Challenge Day/Time/Organizer
•   Rotate officers who are organizing the challenge
o   Ask for volunteers to help organize/run the challenge
•   Saturdays at 10:00 am (follow current league schedule)
o   Ray- 1st week (1st Saturday in December—12/05)
o   Frank- 2nd week
o   Jason- 3rd week
o   Dean- 4th week
•   Personalized scorecards for Tag Challenge
8 )   Handicapped Leagues
•   Tuesdays- following summer league schedule

9)   Club vs. Club Challenges
•   Tryouts held to select players
•   Contact Fox Valley for Club Challenge
•   Come up with different formats for the Challenge

10)   Open Discussion
•   Newsletter-
o   possible "blurb" about the members and their accomplishments in the Disc Golf community
o   Course improvements
o   Upcoming events
•   Club colors have been changed to orange and blue


Motion to close the meeting- 7:45 pm

Use this thread to post suggestions for the J-Town Discgolf Club.

J-Town Discgolf Club Meeting 1
9/16/09 7:30 PM
McDonalds- 4280 W Jefferson St, Joliet, IL  60431

Members in Attendance:
   Frank Grimes
   Jason Poole
   Ray Hill
   


1)   Create mission statement
To promote the sport of disc golf.

2)   Adopt constitution
Constitution passes unanimously. (Posted separately)

3)   Adopt bylaws
Bylaws accepted unanimously. (Posted separately)

4)   Select Board of Directors
a.   Initial Board Members
i.   President
Ray Hill

ii.   Vice President
Frank Grimes

iii.   Secretary
Dean Bingham

iv.   Treasurer
Jason Poole

v.   Member Advocate
Roy Bazan

b.   Set office dates and election time.
Board of Directors term is from June 1 to May 31 and are elected in May.  First election to take place in 2011.

5)   Sign-up/Tag Distribution form.
a.   Name, PDGA, Address, e-mail
b.   initial tag number, carabineer
c.   Money received
Sign-Up form accepted.
Possibility of adding a non-tag level of membership (to be discussed at a future meeting).

6)   PDGA Affiliate
a.   10 PDGA Members required
b.   $25
Paperwork will be completed to become an affiliate club for 2009.

7)   Rules for playing bag tags.
To be discussed at a future meeting, as issues arise.

8 )   Handicapped singles league.
To be discussed at a future meeting.

9)   Financial
a.   Bag Tags Purchased (1-120)- $189.75
i.   J-Town Discgolf Club
Funding and naming approved.  Funds loaned from Jason Poole to be reimbursed as membership payments are accepted.

b.   Quote received for 500 carabineers (300 Black, 100 Green, 100 Royal)- $225.00
i.   JTownDiscgolf.com
Quantity to be increased to 1000 and to include additional colors.
Funding and naming approved.
Funding to be loaned by Jason Poole to be reimbursed as membership payments are accepted.

c.   Open new checking account
Ray Hill and Jason Poole are going to look into getting a tax id number in order to get a checking account in the clubs name.

10)   Club sanctioned tournament.
Approved unanimously.  Details to be discussed at a future meeting.

11)   Open Discussion
Jason Poole selected to hold the staff position of webmaster.
Frank Grimes selected as Park Liaison to the Channahon Park District.

BYLAWS
OF
J-TOWN DISC GOLF CLUB, NFP

Article 1.

Definitions
Section 1.01   Name.  The ?Corporation? shall mean: J-Town Disc Golf Club, NFP, its successors and assigns.
Section 1.02   Board.  The ?Board? shall mean the Board of Directors of the Corporation.

Article 2.   

Purposes, Objectives and Governing Instruments


Section 2.01   Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable, educational, fostering national or international amateur sports competition, or scientific purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (?Section 501(c)(3)?). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws.  The specific purpose of the Corporation is to promote the sport of disc golf through the following means:
?   Hosting leagues and tournaments, including charitable events.
?   Hosting clinics to educate the public on disc golf rules, etiquette, and techniques.
?   Complete upkeep and improvement projects on local disc golf courses.
?   Any other means the Board of directors approves.

   Section 2.02   Governing Instruments. The Corporation shall be governed by its Articles    of Incorporation, its Bylaws, and its Conflict of Interest Policy.

   Section 2.03   Nondiscrimination Policy.  The Corporation will not practice or permit    any unlawful discrimination on the basis of sex, age, race, color, national origin, religion,    physical handicap or disability, or any other basis prohibited by law.

   Section 2.04    Limitations on Activities. No part of the activities of the Corporation shall    consist of participating in, or intervening in, any political campaign on behalf of or in    opposition to any candidate for public office, nor shall the Corporation operate a social    club or carry on business with the general public in a manner similar to an organization    operated for profit.  Notwithstanding any other provision of these Bylaws, the    Corporation shall not carry on any activity not permitted to be carried on by a corporation    exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of    1986, as amended, or the corresponding provisions of any future federal tax law.
   
Article 3.   

Membership

Section 3.01   Eligibility for membership.  Application for membership shall be open to anyone who has not had their membership previously terminated by the Board.  Membership is granted after completion and receipt of a membership application and annual dues.
Section 3.02   Annual dues. The amount required for annual dues shall be $10 each calendar year, unless changed by a majority vote of the Board.  Any memberships purchased between November 1st and December 31st will be good for the current calendar year and extend through the following calendar year.
Section 3.03   Rights of members. Each member shall be eligible to vote at annual Board elections.  All members have the right to express their viewpoints at meetings or through the Corporation?s internet presence. Members are responsible for proper use of Corporation information, documents, and for their own behavior. Members have the right to petition or lobby other members and Board members for the purpose of improving the Corporation or to sway a decision. This type of activity is limited to issues directly related to Corporation matters and should not be used as a platform for private gain, political/religious affiliations, or personal agendas. Members have the right to attend or not to attend Corporation functions (unless a member is specifically required to attend said function as required by these Bylaws).  All Members are highly encouraged to attend Corporation meetings, volunteer at Corporation events and functions, and promote disc golf in a positive manner.
Section 3.04   Resignation and termination. Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues or other charges previously accrued.  A member can have their membership terminated by a majority vote of the Board for violent, obscene, or harmful behavior, or for nonpayment. All memberships are terminated at the end of the calendar year with the exception of those purchased during the period listed in section 3.02.

Article 4.   

Directors
Section 4.01   Meeting.  A meeting of the Board shall be held annually in May at such place, on such date and at such time as may be fixed by the Board, for the purpose of electing Directors, receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting.
Section 4.02   Number.  The number of Directors constituting the entire Board shall be fixed by the Board, but such number shall not be less than three (3).
Section 4.03   Election and Term of Office.  The initial Directors of the Corporation shall be those persons specified in the Certificate of Incorporation of the Corporation.  The initial Vice-President and Treasurer will hold a term ending on May 31st, 2024.  All other initial Board member positions will end on May 31st, 2023. Each subsequently elected Director shall hold office for a term of two years beginning on June 1st and ending on May 31st or until his or her death, resignation or removal.  There shall be no limit to the number of terms a member may be elected into any Board position.
Section 4.04   Powers and Duties.  Subject to the provisions of law, of the Certificate of Incorporation and of these Bylaws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation.
Section 4.05   Additional Meetings.  Regular meetings of the Board may be held at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office.
Section 4.06   Notice of Meetings.  No notice need be given of any annual or regular meeting of the Board.  Notice of a special meeting of the Board shall be given by service upon each Director in person, by email, or by mailing the same to him at his or her post office address as it appears upon the books of the Corporation at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these Bylaws) if given in person, or at least four business days, if given by email or mailing the same, before the date designated for such meeting specifying the place, date and hour of the meeting.  Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes.  A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting.  In any case, any acts or proceedings taken at a Directors? meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors? meeting that is legally and validly called.  Except as otherwise provided herein, notice of any Directors? meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors? meeting duly held as provided in these Bylaws, any business within the legal province and authority of the Board may be transacted.
Section 4.07   Quorum.  At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.  However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.
Section 4.08   Voting.  At all meetings of the Board, each Director shall have one vote.  In the event that there is a tie in any vote, the President shall have an additional vote to  be the tie-breaker.
Section 4.09   Action Without a Meeting.  Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent via email or in writing to the adoption of a resolution authorizing the action.  The resolution and the email or written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 4.10   Removal.  Any Director may be removed for cause by an affirmative vote by the membership of two-thirds of the votes present and voted, either in person or by proxy.  No director shall be removed at a meeting of members entitles to vote unless the notice of such meeting is delivered to all members entitled to vote on removal of directors.  Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director(s) may be removed at such a meeting.
Section 4.11   Resignation.  Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 4.12   Vacancies.  Any newly created directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Directors then in office at any Directors? meeting.  A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 4.13   Committee.  The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of three or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board.  The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Section 4.14   Participation by Telephone.  Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Article 5.   

Officers
Section 5.01   Election and Qualifications; Term of Office.  The Officers of the Corporation shall be a President, a Secretary, a Treasurer, a Vice-President, and a Member Advocate, all positions being filled by members of the Board.  The Officers shall be elected by the Board at the annual meeting of the Board and each Officer shall hold office for a term of one year and until such Officer?s successor has been elected or appointed and qualified, unless such Officer shall have resigned or shall have been removed as provided in Sections 9 and 10 of this Article V.  The same person may hold more than one office, except that the same person may not be both President and Secretary.  The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers.  Such Officers shall serve for such period as the Board may designate.
Section 5.02   Vacancies.  Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.
Section 5.03   Powers and Duties of the President.  The President shall be the Chief Executive Officer of the Corporation.  The President shall from time to time make such reports of the affairs and operations of the Corporation as the Board may direct and shall preside at all meetings of the Board.  The Secretary and Treasurer shall report to the President. The President participates in the nominating of, and approves, all Staff nominations.  The President is responsible for maintaining positive relationships with Corporation sponsors, local players, and other disc golf organizations.  President checks and confirms all public communications before release. The President shall have access to the Corporation?s bank account(s) and other investments, if any, with the expressed approval of the Treasurer. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.
Section 5.04   Powers and Duties of the Vice-Presidents.  The Vice President is responsible for maintaining positive relationships with Corporation sponsors, local players, and other disc golf organizations. The Vice President shall assist the President as needed. Any teams or committees created by the Board of Directors shall be managed by the Vice President (or by a delegate appointed by the Vice President if approved by the rest of the Board). In the event of the President?s absence, the Vice President shall chair Club meetings. Each of the Vice-Presidents, if any, shall have such powers and shall perform such duties as may from time to time be assigned to such Vice President by the Board.
Section 5.05   Powers and Duties of the Secretary.  The Secretary shall be responsible for much of the communication of information within the structure of the Corporation. The Secretary shall record and disseminate the agenda, minutes, and notes from regular and other Corporation meetings. It shall be the duty of the Secretary to respond to public inquiries, answer appropriate Club email, or forward such communication to the President. By nature of the position, the Secretary will need to work closely with the Webmaster or Assistant Webmaster in the combined goal of maintaining clear and consistent communication within the Club and in the eyes of the public. The Secretary shall chair Corporation meetings in the President and Vice President?s absence. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.
Section 5.06   Powers and Duties of the Treasurer.  The Treasurer shall be the custodian of all funds and securities of the Corporation.  Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Corporation, and the Treasurer shall cause to be entered regularly in the books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation?s receipts and disbursements.  The Treasurer shall at all reasonable times exhibit the books and accounts to any Director upon application at the principal office of the Corporation during business hours. The Treasurer is responsible for filing all appropriate State of Illinois and Federal taxes and fees as is pertinent to maintaining 501(c)(3) tax-exempt status as a non-profit corporation. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.
Section 5.07   Powers and Duties of the Member Advocate. The Member Advocate is responsible for maintaining a positive relationship between the Board of Directors and the general membership. The Member Advocate shall talk with members to come up with member concerns and desired changes in a more informal setting than the regular meetings.  These topics will then be presented at meetings on the member?s behalf, anonymously if desired. The Member Advocate shall have such other powers and shall perform such other duties as may from time to time be assigned to the Member Advocate by the Board.
Section 5.08   Delegation.  In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Section 5.09   Removal.  Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board.
Section 5.10   Resignation.  Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.

Article 6.   

Bank Accounts, Checks, Contracts and Investments
Section 6.01   Bank Accounts, Checks and Notes.  The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation.  The Board shall determine who shall be authorized from time to time on the Corporation?s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness.
Section 6.02   Contracts.  The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.  Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 6.03   Investments.  The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board may deem desirable.

Article 7.   

Indemnification
Section 7.01   Indemnity Under Law.  The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by law.
Section 7.02   Additional Indemnification. 
(a) The Corporation hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the ?Indemnitee?) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys? fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Corporation, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Corporation, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee?s fiduciary duty as a Director, Officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section 2 shall be paid by the Corporation (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee?s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.  The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
(b)   The obligation of the Corporation to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Corporation and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Corporation or served at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
(c)   Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Section 2, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section 2.  With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Corporation of the commencement thereof:
(i)   The Corporation will be entitled to participate therein at its own expense; and,
(ii)   Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee.  After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Section 2 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii.  The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Corporation in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action, or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Corporation (it being understood, however, that the Corporation shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances).  The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
(iii)    Anything in this Section 2 to the contrary notwithstanding, the Corporation shall not be liable to indemnify the Indemnitee under this Section 2 for any amounts paid in settlement of any action or claim effected without its written consent.  The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee?s written consent.  Neither the Corporation nor any such person will unreasonably withhold their consent to any proposed settlement.
(d)   In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Corporation to the Indemnitee pursuant to this Section 2, the Corporation shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section 2 or part (b) of this Section 2.  The Corporation shall make such payments upon receipt of (i) a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation hereunder, and (iii) evidence satisfactory to the Corporation as to the amount of such expenses.  The Indemnitee?s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.
(e)   The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section 2 shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Corporation?s Certificate of Incorporation or otherwise under the Corporation?s Bylaws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise.
Section 7.03   Limitation.  No amendment, modification or rescission of this Article VII shall be effective to limit any person?s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

Article 8.   

Dissolution
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law.

Article 9.   

Amendments
These Bylaws may be altered, amended, added to or repealed at any meeting of the Board called for that purpose by the vote of a majority of the Directors then in office.

Article 10.   

Construction
In the case of any conflict between the Certificate of Incorporation of the Corporation and these Bylaws, the Certificate of Incorporation of the Corporation shall control.

These Bylaws were adopted at a meeting of the Board of Directors of J-Town Disc Golf Club, NFP on January 9, 2023.



____________________________
Sean Callahan
President

____________________________
Leo Borowski
Vice-President

_______________________________
Kacie Glade
Secretary


____________________________
Jason Poole
Treasurer

____________________________
Eric Bassett
Member Advocate