The Lake Erie Dart Association By-Laws - Open in Word Document (.doc)/Open in Adobe (.pdf)

The Lake Erie Dart Association, Inc.
Revised May 27, 2008
Issued May 27, 2008
Approved Version May 16, 2008



ISSUED August 26, 2000



SECTION 1: The name of the organization shall be the Lake Erie Dart Association, Inc., hereinafter referred to as the L.E.D.A., a non-profit organization incorporated in the State of Ohio.



SECTION 1: The objectives of the L.E.D.A. shall be to promote the sport of darts, inform the membership of darting activities and the L.E.D.A. business matters including but not limited to Board of Directors and General Membership meetings on a regular published schedule. The L.E.D.A. shall coordinate the functions and activities of darts, sanctioned league play according to the rules of play in effect and establish friendly relationships with similar organizations.

SECTION 2: The L.E.D.A. shall be a non-profit, non-political, and non-sectarian organization.

SECTION 3: Should a point of discussion arise that is not clearly covered or defined by these bylaws, then such issue shall be governed by the provision of the Ohio Revised Code, Chapter 1702, Non-Profit Corporations and the Modern Edition of Robert’s Rules of Order. These rules contained in the Modern Edition of Robert’s Rules of Order shall govern the Corporation/Association in all cases where they are consistent with these bylaws and any special rules of order the Corporation/Association may adopt.



SECTION 1: Whenever the initials B.O.D. are used, they shall refer to the elected Board of Directors as described within these bylaws.

SECTION 2: Whenever the term “Member in Good Standing” is used, it shall refer to any L.E.D.A. member who is currently not on probation and whose fees are paid to date.  Any member in good standing is eligible to participate in all L.E.D.A. club events and functions.  Any L.E.D.A. member who receives probationary discipline is considered “Not in Good Standing” for the duration of their probationary period.  The club participation of any member not in good standing will be held to the discretion of a majority vote of the B.O.D. 

Section 2B:  To run for a current L.E.D.A. B.O.D. position, a member must be a member in good standing for the period of one (1) calendar year prior to the Call for Candidates Notification.

SECTION 3: Whenever the term "Corporation or Association" is used, it shall refer to the L.E.D.A. (Lake Erie Dart Association, Inc.) .

SECTION 4: Whenever the term "Seated" is used, it shall refer to the total number of elected B.O.D. members occupying seats at the time of issue, whether absent or in attendance at that meeting.

SECTION 5: The term "reasonable cause or condition" shall be defined as personal or immediate family illness, educational or employment commitments, death, or removal.

SECTION 6: The term "just cause" shall be defined as non-compliance with the Articles of Incorporation, bylaws, dereliction of duty, theft, absenteeism, Article XI, Section 3 and Article XIV in its entirety.

SECTION 7: Immediate family will consist of spouse, son or daughter, mother or father, brother or sister, in-laws, grandparents and dependants.

SECTION 8: Excused absences shall be defined as personal or immediate family illness, employment or educational commitments, jury duty or funeral leave. In addition, the B.O.D. must notify the President of the above mentioned absences before the scheduled meeting to be excused. Except in cases of an extreme emergency, then as soon as is humanly possible following the meeting.

SECTION 9: Standing committees shall be defined as a committee, which is authorized for an indefinite period of time.

SECTION 10: Whenever LEDA initials are used, they shall refer to the organization.

SECTION 11: Whenever the word "Chairperson" is used, it shall refer to the person responsible for the duties of a given committee.

SECTION 12: Whenever the word "BOD" is used, it shall refer to a Board of Director.



SECTION 1: The General Membership is the highest authority of the L.E.D.A. and shall meet at least twice each fiscal year. The two General Membership meetings will be held at the time specified for the summer folder pickup to coincide with presenting the final year end financial statement of the last fiscal year and to present the approved bylaws, and also at the summer picnic for the purpose of presenting the purposed budget for the upcoming fiscal year. Approved bylaws will also be distributed.

SECTION 2: Between the General Membership meetings, the highest authority shall be the Board of Directors, which shall meet at least once per month.



SECTION 1: The business and affairs of the L.E.D.A. shall be managed by or under the direction of the B.O.D. The B.O.D. may exercise all such authority and powers of the L.E.D.A. and so all such lawful acts as directed in the Articles of Incorporation, and the current bylaws of the L.E.D.A.

SECTION 2: The number of B.O.D. constituting the initial B.O.D. shall be five (5) as elected by the General Membership and will consist of the offices of President. 1st Vice President, 2nd Vice President, Secretary and Treasurer.

SECTION 3: Each B.O.D. shall hold office until his/her death, resignation, removal, or replacement by election and hereinafter provided in these bylaws.

SECTION 4: Attendance at the June B.O.D. meeting is mandatory; except in extreme emergencies. Any B.O.D. accumulating three (3) unexcused absences in one (1) fiscal year may, at the discretion of the Board, be removed from his/her position and be replaced as stated in these bylaws. Any Board of Director accumulating three (3) excused absences in one fiscal year may, at the discretion of the B.O.D., be removed from his/her position and replaced as stated in these bylaws.

SECTION 5: A majority of the B.O.D. then in office shall constitute a quorum for the transaction of business at any meeting of the B.O.D., except as otherwise expressly required by the statue of the Articles of Incorporation, these bylaws, or Robert’s Rules of Order. The act of the majority of the B.O.D.s present at any meeting at which a quorum is present thereat may adjourn such meeting to another time and place. The B.O.D.s shall act only as a Board, and the individual B.O.D.s shall have no power as such, regarding Board policy and administration.

SECTION 6: The B.O.D. shall have the right to fix compensation for the Office Manager and/or Office Assistants. The B.O.D.s will receive reimbursement of out of pocket expenses (Article XII, Section 1) and membership (Article VII< Section 4) only. The B.O.D./Committee people will not be compensated for performing B.O.D./Committee functions.

SECTION 7: The President shall have the power and authority to appoint one (1) or more Standing Committees/chairpersons as needed to transact the business of the L.E.D.A. Each such Standing Committee Chairperson shall hold the appointed office for a term of one (1) year, ending with the fiscal year of the L.E.D.A.

SECTION 8: Each Standing Committee shall consist of one (1) Committee Chairperson. The Standing Committee will have such name as may be determined by the President. Any such committee may be discontinued at any time by a majority vote of the B.O.D. Each committee shall keep regular minutes of its meetings and report same to the B.O.D. Each Committee Chairperson shall have one (1) vote for all issues pertaining to his/her committee.  A committee director shall have the authority to delegate disciplinary action during any event or function related to their committee based on the L.E.D.A. Code of Conduct (Section E of the L.E.D.A. Handbook).

SECTION 9: The Standing Committees shall be responsible for all duties assigned to those committees under the jurisdiction and regulation of the B.O.D. The Standing Committees will include:

o    Bylaws

o    Banquet

o    Engineering

o    Sanctioning

o    Tournaments

o    Tournament Trails

o    Web Page & Site

o    A.D.O.

o    Challenge of the Lakes Tournament

o    Grievance



SECTION 1: Membership is open to anyone interested in the sport of darts, subject to the approval of the B.O.D.

SECTION 2: Prospective members must sign and complete a liability and disclaimer form. The liability and disclaimer form shall automatically renew itself with the payment of the annual membership fee.

SECTION 3: A membership may be terminated or restricted by a majority vote of the B.O.D. if such member/membership creates disharmony or behaves in such a way that is disruptive to order and discipline.

SECTION 4: A current list of all members of the L.E.D.A. shall be kept on file with the Office Manager. This list shall be considered confidential and to be used by the B.O.D. or its Committees with B.O.D. approval for L.E.D.A. business only.

SECTION 5: Special memberships nay be awarded through a majority vote of the B.O.D. only and may be revoked at any time for any reason deemed applicable to the majority of the B.O.D. Special memberships are as follows:

    1. LIFETIME MEMBERSHIP - This membership may be awarded to any individual who has shown extraordinary dedication and loyalty to the L.E.D.A. and the sport of darts as a whole. Awarded annually at the Fall/Winter banquet.
    2. HONORARY MEMBERSHIP – This membership may be awarded to any person, group, or business showing extra interest in the L.E.D.A. and the sport of darts. There may be certain restrictions placed on this type of membership by the B.O.D. Awarded annually at the Fall/Winter banquet.
    3. DARTER APPRECIATION AWARD – Nominations will be accepted by the Board of Directors prior to the Fall/Winter banquet to honor those members that have gone above and beyond the call of duty. The recipient will receive a plaque and one year paid membership to be awarded annually at the Fall/Winter banquet.

SECTION 6: The L.E.D.A. shall maintain a permanent file of members, restricted, terminated, or barred from L.E.D.A. membership, B.O.D. positions, League Captains, and League Office. This file shall be for verification purposes by the B.O.D. This file will be considered confidential and for L.E.D.A. use only.



SECTION 1: All fees including, but not limited to, membership, team, tournament, social, raffle fees or prize moneys will be established by the B.O.D.

SECTION 2: Membership fees will be applicable for the period from May 1st of any year through April 30th of the following year. Memberships will not be prorated or transferred between members and shall expire April 30th of each year.

SECTION 3: An applicant shall be considered a current member when the office of the L.E.D.A has received his/her membership/liability and disclaimer form and appropriate fees.

SECTION 4: Yearly membership fees will be reimbursed for any L.E.D.A. member who actively engages his/her duties as a member of the B.O.D. or Committee Chairperson for a period not less than six (6) months. Exclusion of membership fees will be applicable to those members who retain, due to election or appointment, a position on the B.O.D. or Committee Chairperson.

SECTION 5: Should any B.O.D. member or Committee Chairperson not complete his/her term, one (1) year, due to an unexcused reason (Article III, Section 2 & 5, Article VII, Section 4), they shall be held liable for their membership fee for that year. Said member shall not be considered a member "in good standing" until such time as the membership fee is paid ad received by the L.E.D.A.




THE PRESIDENT – The President shall be the Chief Executive Officer of the L.E.D.A. He/she shall perform the entire duties incident to the Office of the President and Chief Executive Officer. The President shall preside over all B.O.D. meetings. The President of the L.E.D.A. will be placed in charge of all Office Procedures and Staff. The President is responsible for submitting performance evaluations to the current B.O.D. for the Office Manager and any other hired staff each January. The President is responsible for recommendations to the B.O.D. for the hiring, terminating, promoting, and for pay scales and wages for the L.E.D.A. office manager and staff. These recommendations will be approved by a majority vote of the B.O.D. In the event that a conflict of interest exists between the President and Office Manager or staff, the President may pass the duties of these recommendations on to the next officer in line, apart from the Treasurer, until a conflict no longer exists. The President will, in an emergency, fill in for the Office Manager. The President on the year of his election is to check the Non-profit status of the club with the state of Ohio, and is to ensure that the then current Office Manager is the Agent of Contact.

The Office of the President shall have a vote of one (1) to be exercised in the case of a tie, as a member, or by secret ballot only. His/her signature shall be one (1) of two (2) valid signatures on both the checking and savings accounts of the L.E.D.A. The President, unless otherwise ordered, shall be an ex-officio member of all committees.

SECTION 2: 1ST VICE PRESIDENT – The 1st Vice President shall perform all such duties as from time to time may be assigned to him/her by the President. At the request of the President, in the President’s absence or in the event of his/her inability or refusal to act, the 1st Vice President shall perform the duties of President. When so acting, the 1st Vice President shall have the powers of and be subject to all the restrictions placed on the President in respect of the performance of such duties. The primary duties of the Office of the 1st Vice President shall be the efficient operation of the L.E.D.A. fall/winter dart season/league. The Office of the 1st Vice President shall carry one (1) vote on the B.O.D.

SECTION 3: 2ND Vice President – The primary duties of the 2nd Vice President shall be the efficient operation of the L.E.D.A. summer season/league, as well as, those duties which from time to time may be assigned to him/her by the President. Should the 1st Vice President take leave of office, the 2nd Vice President shall assume all the duties assigned to the office of the 1st Vice President. In the event that both the President and 1st Vice President take leave of office, the 2nd Vice President shall assume the duties of the President. The 2nd Vice President shall assume the duties of Tournament Trails Chairperson and Tournament Committee Chairperson in the event these positions become vacant. The Office of the 2nd Vice President shall carry one (1) vote on the B.O.D.

SECTION 4: TREASURER - The Treasurer shall,

    1. Have charge and custody of, and be responsible for, all financial records of the B.O.D. and the L.E.D.A.
    2. Keep full and accurate accounts of receipts and disbursements in the books belonging to the L.E.D.A.
    3. Receive, and give receipts for moneys due and payable to the L.E.D.A. from any source whatsoever.
    4. Disperse the funds of the L.E.D.A. (as one (1) of two (2) valid signatures on both the checking and savings accounts of the L.E.D.A.).
    5. Render to the B.O.D., whenever the B.O.D. requires, an account of the financial condition of the L.E.D.A.
    6. At the direction of the B.O.D., submit the Corporation/Association books for audit at the end of each fiscal year. The audits to take place prior to the installation of the new Board.
    7. Be bondable, and:
    8. In general, perform all duties incident to the Office of Treasurer and such duties as from time to time be assigned by the President.
    9. The Office of Treasurer shall carry one (1) vote on the B.O.D.
    10. All checks issued by the Treasurer must be co-signed by the President to be valid.

SECTION 5: SECRETARY – The Secretary shall perform the following:

    1. Keep or cause to keep written and taped minutes of all meetings of the B.O.D.
    2. See that all notices are given in accordance with the provisions of the bylaws and as required by law.
    3. See that copies of each set of previous regular and special meeting minutes be presented to each B.O.D. member at least one (1) week prior to the start of each month’s meeting.
    4. Will amend, edit, and redesign with B.O.D. approval the Information, Rules and Regulations Member Handbook to be distributed in the Captains’ folders and to all affiliated Bars/Taverns.
    5. Will research all questions with regards to rulings in the previous minutes of B.O.D. meetings for the B.O.D. and Committee Chairpersons.
    6. Will be responsible for all B.O.D. correspondence deemed necessary with B.O.D. approval.
    7. When necessary, issue written notice of B.O.D. meetings to those who have a vested interest and all B.O.D. members.
    8. Perform all duties as from time to time assigned by the President and,
    9. Carry one (1) vote on the B.O.D.

SECTION 6: OFFICE MANAGER – The Office Manager shall,

    1. Be custodian of the records and the seal of the Corporation/Association and affirm and attest the seal to all documents to be executed on behalf of the L.E.D.A. under its seal.
    2. See that the books, reports, statements, certificates and other documents and records required by law be kept and filed properly.
    3. Be responsible for keeping all membership records current at all times.
    4. Be assisted by a League Statistician, if so ordered by the B.O.D.
    5. Maintain and be responsible for all the office equipment owned by the L.E.D.A.
    6. Attend regular Board meetings.
    7. Deposit all money and valuables to the credit of the L.E.D.A. in such depositories as may be designated by the B.O.D. or pursuant to its direction.
    8. Be responsible for all-normal correspondence, membership mailings, league standings, etc.
    9. Update all authorized users placed on the L.E.D.A. credit cards with newly elected names of B.O.D. members and their respective positions on a yearly basis immediately following the June Board Meeting.
    10. Obtain printing cost estimates, at least three (3), for all L.E.D.A. related distributions, and
    11. In general, perform all duties incident to the Office Manager and such duties as from time to time may be assigned by the President or the B.O.D.
    12. Keep a current list of all L.E.D.A. members.
    13. Obtain from the Committees Chairperson and be the custodian of the records for all Standing Committees, including an update of the responsibilities annually.
    14. Be held responsible to obtain, complete and return any and all documentation required to submit name changes to the current bonding insurance company.

SECTION 7: ADVISOR – This position may be held by a member "in good standing" of the L.E.D.A. An Advisor shall act as a liaison between the L.E.D.A. and other dart clubs, and report to the B.O.D. of the L.E.D.A. on any developments, which may be of interest to the L.E.D.A.

SECTION 8: BONDS & SECURITY – The Office of Treasurer and Office Manager are required to be bonded in such an amount and with such surety as the B.O.D. deems necessary or may require.



SECTION 1: Meetings shall be held at such a place or places as the B.O.D. may from time to time determine or shall be specified in the notice of any such meeting. Any individual disrupting a B.O.D. meeting will not be permitted to participate and requested to leave the meeting.

SECTION 2: The regular scheduled meetings of the B.O.D. shall be held the second (2nd) Monday of each month and will have a time limit of two (2) hours from the time the meeting is called to order. Extensions will be permitted in 15-minute intervals with B.O.D. approval for the purpose of completing a point under discussion.

SECTION 3: Special meetings of the B.O.D. may be called by two (2) or more B.O.D.s of the L.E.D.A. or by the President.

SECTION 4: Notice of each General or Special meeting of the B.O.D. shall be given to the Office Manager as hereinafter provided in Section 4 and shall state the time and place of the meeting. Notice of such meeting shall be mailed to each B.O.D. at least two (2) days before such meeting is to be held, delivered personally, given by telephone, or other similar means, at least twenty-four (24) hours before the time at which such meeting is to be held.

SECTION 5: Unless restricted by the Articles of Incorporation, bylaws, or Robert’s Rules of Order, any action required or permitted to be taken by the B.O.D. or any Committee thereof, may be taken without a meeting if all the members, as the case may be, consent thereto in writing. The writings of these actions shall be filed with the minutes of the proceedings of the B.O.D. or such Committee as the case may be.



SECTION 1: The following officers shall be elected by the General Membership,

SECTION 2: If the B.O.D. wishes, it may also appoint other Officers, including one (1) or more Assistant Treasurers or Secretaries, as may be desirable or deemed necessary for the business of the Corporation/Association. Each elected officer shall hold office until his/her successor SHALL HAVE BEEN DULY ELECTED and shall have qualified.

SECTION 3: To be eligible for election to the B.O.D., the candidate must be a member “in good standing” at year's end as described in Article III, Section 2. All candidate names placed on the ballot must be added by means of a call-for-candidate request from the membership. On Election Day to be eligible to be a write-in candidate, all write-in candidates must have served as a Standing Committee chairperson or have held a previous position on the B.O.D.. Membership for those elected whether on the ballot or a write-in will be considered paid, for the term elected to, when sworn in.

SECTION 4: Elections shall be held yearly for the offices of 2nd Vice President and Secretary. The term of these offices shall be one (1) year. The offices of 1st Vice President and Treasurer shall consist of a period of two (2) years. Elections for these offices shall be held on even-numbered years. The offices of 1st Vice President and Treasurer shall run concurrently (effective 4/13/98).

SECTION 5: The office of the President shall consist of a two-year term. Elections for the office of President shall be held on odd-numbered years. The President shall not serve more than two (2) terms consecutively but may serve in some other capacity on the Board during the interim.

SECTION 6: On even-numbered years, ballots will be counted by the President and the Office Manager. On odd-numbered years, the 1st Vice President and Office Manager will count the ballots. If a recount of the ballots is requested said recount must be presented in writing within 15 days of the election. Those initially counting the ballots will perform the recount and all contesting parties must be present at the recount.

SECTION 7: Call for Candidate forms for the purpose of identifying candidates running for office shall be sent to all team captains no later than three (3) weeks prior to the election day. A separate ballot sheet can be sent to any and all qualified members upon request, who are not at the time a member of a team or can not attend the awards picnic held annually in August. Elections will be held by mail in ballot or at the awards picnic held in August of each year.

SECTION 8: At the September B.O.D. meeting immediately following the elections, the President shall officially relieve those B.O.D.s and Committee Chairpersons not re-elected or re-appointed by the General Membership or the President, and if applicable, him/herself of all duties and requirements of the B.O.D. At that time, the newly elected and appointed B.O.D.s and Chairpersons shall officially become members of the B.O.D. and gain all the powers entrusted them through the Articles of Incorporation and the current bylaws. The new Board, as so elected, shall then hold its first regular meeting in accordance with the general procedures as set forth in the Articles of Incorporation and the current bylaws.



SECTION 1: Any vacancy in the B.O.D. whether arising from death, resignation, removal or any other cause, may be appointed by the President of the B.O.D. or a vote of the majority of the B.O.D.s then in office. If less than a quorum, or by the sloe B.O.D. remaining, at the next regular meeting or special meeting thereof. Each B.O.D. so appointed shall hold the office until his/her successor shall have been qualified and elected by the General Membership of the L.E.D.A.

SECTION 2: Any B.O.D. or Committee Chairperson of the L.E.D.A. may resign at any time by giving written notice thereof to the B.O.D. Any such resignation shall take effect at the time specified therein, or if no time has been specified, immediately upon its receipt. The acceptance of such resignation shall not be necessary to make it effective. If any B.O.D./Committee Chairperson does not fulfill their term, as an appointed or elected official, without reasonable cause or conditions, shall be banned from holding any B.O.D. or Committee Chairperson office for a period not less than one year with B.O.D. approval (See Article III, Section 5 for reasonable cause). Any other reasons will be left up to the discretion of the B.O.D.

Section 3: Any B.O.D./Committee Chairperson may be removed for just cause by a majority vote of the B.O.D. Any B.O.D. may be removed for just cause by a special vote of the General Membership of the L.E.D.A. by a majority vote at any time (Article III, Section 6).

SECTION 4: If the President of the B.O.D. fails to fill a vacant committee chairperson position within one (1) month, any B.O.D. may submit names for consideration at that time.



SECTION 1: All B.O.D. members elected by the General Membership, including those members appointed by the B.O.D. shall be considered volunteers on the Board. In regards to the regular duties required of them as set down in these bylaws, and as such shall receive no compensation for those duties as performed. However, if any duties performed on behalf of the B.O.D. or the General Membership causes the B.O.D.s to incur "out of pocket" expenses, those expenses shall be reimbursed to those B.O.D.s subject to Board approval.

SECTION 2: Any expense in excess of four thousand dollars ($4,000.00) shall be first approved by a special vote of the General Membership. Exclusions to this bylaw are as follows,

    1. Fall/Winter league payouts (first and second halves).
    2. Fall/Winter league trophies.
    3. Fall/Winter/Summer banquet expenses.
    4. Taxes and Insurance premiums.
    5. Funds for A.D.O. sanctioning, and
    6. The sponsorship by the L.E.D.A. for open dart tournaments.

SECTION 3: All reasonable expenses incurred during the efficient operation of any Committee approved by the B.O.D. shall receive reimbursement from the L.E.D.A. equal to the amounts incurred only.

SECTION 4: The B.O.D. may secure the services of any professional organization or individual, regardless of their status in the L.E.D.A. The B.O.D. may pay for those services from the General Fund (subject to Article XII, Section 2), if the cost of such services reflects the standard rates of any other bids taken.



SECTION 1: These bylaws shall be amended, altered or revised only in the conformity with the following procedures,

    1. The presentation of a resolution or motion calling for amendment, alteration, or revision shall be submitted to the B.O.D. for consideration.
    2. The resolution, motion, revision, or amendment may be passed by a majority vote of the B.O.D.
    3. Changes in the bylaws will be published, distributed or reported to the General Membership in the most convenient method available.
    4. Article XII, Section2 can not be altered, amended, or revised without the prior approval of the General Membership by ballot or General Membership meeting.

SECTION 2: The B.O.D. shall have the sole authority to enter into contracts and/or agreements in the name of the L.E.D.A. Such contracts and/or agreements must bear the signature of the President or if absent, the 1st Vice President, when serving pursuant to Article VIII, Section2.



SECTION 1: Resolutions, amendments or revisions adopted at general meetings or B.O.D. meetings will be added and indexed chronologically and categorically. Resolutions, amendments, or revisions shall serve to modify or define specific bylaws or single situations as needed, and shall be indexed to the said bylaws. The resolutions, amendments, or revisions must conform to the Ohio Revised Code, Chapter 1702, Non-Profit Corporations and the Modern Edition of the Robert’s Rule of Order.

SECTION 2: All B.O.D. members shall conduct themselves at all times as to not bring reproach upon the L.E.D.A. Board of Directors or the L.E.D.A. as a whole.

SECTION 3: All members of the B.O.D. commit to respect the honor and integrity of one another as members.

SECTION 4: A B.O.D. member shall not disperse any funds, moneys, or articles of the L.E.D.A. without written authorization of the majority of the B.O.D.

SECTION 5: A B.O.D. member shall not use the name, mailing or membership lists, corporate seal/insignia for any reason other than L.E.D.A. business purposes.

SECTION 6: All B.O.D. members are required to answer any and all questions relating to the L.E.D.A. in a polite and diplomatic manner. If he/she does not know the answer to a question, he/she should direct and assist the questioner in acquiring the information in an expedient manner.

SECTION 7: Any violation brought to the attention of the B.O.D. of Article XIII, shall be cause for review of the B.O.D.’s position.

SECTION 8: Any changes to these bylaws must be presented to the General Membership for an annual 30-day review and to be voted on by the General Membership for acceptance.
While acting in their official capacity, the Officers of the L.E.D.A. Board of Directors and Committee Chairpersons shall not be held liable to the members of the Corporation/Association for the negligence or actions of others.