Mystwood is a live action role playing organization consisting of paying guests, volunteer Cast members (normally called NPCs), and Staff members with no monetary compensation. Mystwood, and the organization’s Board of Directors, takes the safety and enjoyment of all involved very seriously. To that end, Mystwood has adopted a series of formal policies to deal with certain activities which may harm the players and player base, and cause the general and specific safety and enjoyment of participants to be infringed. These policies cover harassment, sexual harassment, drugs and alcohol, theft, cheating, and live combat.
All participants should remember that their fellow players, Cast members, Staff, and Board are at events to socialize, entertain, be entertained, be challenged in various safe ways, and generally enjoy time with friends, and play accordingly.
Further, where Mystwood Policies and the Site Policies of the various locations we utilize differ, overlap, or conflict, both policies will be followed, with the more restrictive taking precedence. This may potentially result in participants being subject to censure from the Mystwood Board, as well as from a given Site, independently.
PROHIBITON ON RETALIATION
Mystwood will not tolerate retaliation against anyone who brings a complaint, or who speaks as a witness in the investigation of a complaint.
The safety and well-being of all participants at Mystwood is our primary concern. We take any concerns regarding inappropriate behavior VERY seriously. If a participant is found to be responsible for any inappropriate behavior, they should expect a stern warning, or expulsion from the game.
The following definition is taken from the definition of harassment set forth by the Equal Employment Opportunity Commission (EEOC). Some of the language and definitions in the body of this policy are also taken from the verbiage described by the EEOC. The wording has been, in some cases, altered to better conform to Mystwood’s status as a social organization, rather than an employer.
Harassment is unwelcome conduct that is based on race, color, religion, sex (including pregnancy), national origin, age, disability or genetic information.
To be harassment, the conduct must create an environment that would be intimidating, hostile, or offensive to a reasonable person. Petty slights, annoyances, and isolated incidents (unless serious) will not rise to the level of punitive action by the Mystwood Staff.
Offensive conduct may include, but is not limited to, offensive jokes, slurs, epithets or name calling, physical assaults or threats, intimidation, ridicule or mockery, insults or put-downs, and offensive objects or pictures.
The harasser can be a member of the game Board, a game Staff member, a game Cast member, or a fellow player. The victim does not have to be the person harassed, but can be anyone affected by the offensive conduct.
Prevention is the best tool to eliminate harassment at Mystwood. To that end, we have instituted the above policy. Participants at Mystwood are encouraged to inform the harasser directly that the conduct is unwelcome and must stop. Participants are also highly encouraged to report harassment to Game Staff at an early stage to prevent escalation and/or retaliation.
It should be noted that, while Mystwood represents a pseudo-medieval society modeled on the real world Europe of the 10th to 15th century, the world of Mystwood is a far more liberal and egalitarian place than the real world of that time. Characters of any sex, gender and sexual preference can and do hold the same equal rights, privileges, responsibilities and opportunities and shall be treated as such. Inheritance laws make no distinction between men and women, for example, and it would not be unusual for a woman to hold a knighthood, or for a homosexual partnership to be approved and celebrated by the community.
Mystwood believes that all players, Cast, and Staff should be afforded the opportunity to enjoy an environment free of sexual harassment. Sexual harassment is a form of misconduct that undermines our desired relationships. No one, male or female, should be subjected verbally or physically to unsolicited and unwelcome sexual overtures or conduct. Sexual harassment refers to behavior that is not welcome, that is personally offensive, that debilitates morale and, therefore, interferes with our effectiveness.
Behavior that amounts to sexual harassment will result in disciplinary action, up to and including Disinvitation.
It is unlawful to harass a person because of that person's sex. Harassment can include "sexual harassment" or unwelcome sexual advances, requests for sexual favors, and other verbal or physical harassment of a sexual nature. Harassment does not have to be of a sexual nature, however, and can include offensive remarks about a person's sex. For example, it is against the rules and spirit of Mystwood to harass a woman by making offensive comments about women in general.
Both victim and the harasser can be either a woman or a man, and the victim and harasser can be the same sex.
Although the law upon which this policy is based doesn't prohibit simple teasing, offhand comments, or isolated incidents that are not very serious, it is considered the best practice of any attendee that commentary of a sexual nature be generally avoided.
WHAT IS ACCEPTABLE
Mystwood is a reenactment of a time that never was, a pseudo-medieval Dark Ages with monsters, magic, wonders and horrors. Mild flirtation as a part of creating this atmosphere should not necessarily be construed as sexual harassment in and of itself. If an encounter makes a participant uncomfortable, they should make use of the Emotional Safety calls, as a means of expressing their discomfort, and excuse themselves.
If a participant experiences or witnesses harassment or sexual harassment during event hours (set-up until clean-up), they should report it immediately to a Board member or the game master. All allegations of sexual harassment will be quickly investigated. To the extent possible, the confidentiality of a reporter, and that of any witnesses and the alleged harasser, will be protected against unnecessary disclosure. When the investigation is completed, all affected parties will be informed of the outcome of that investigation.
FIREARMS AND OTHER REAL WEAPONS
The possession and carrying of firearms is regulated by local, state and federal laws, and in all cases, Mystwood will hew to those laws. Mystwood strongly requests that all participants refrain from the carrying of firearms during hours of game operation, keeping these items in their locked vehicle.
The possession, carrying, or brandishing of other weapons, such as reproduction swords or other medieval weapons, is prohibited at Mystwood events, except in previously determined scenarios where such items will be carried or used by trained/skilled participants, with specific permission.
ALCOHOL AND DRUGS
The use, possession, or sale of alcohol or illegal drugs on the game site during a Mystwood event is not permitted. Intoxication can present a real danger to the health and safety of other players, due to the alteration of consciousness and decision making processes it engenders. If we believe a participant has been using, possesses, or is under the influence of alcohol or illegal drugs, they will be suspended and/or permanently expelled from the game.
Players under the influence of mind altering substances such as narcotic pain relievers must be cleared by a Game Master in order to take part in combat.
At this time, federal and state laws regarding marijuana are ambiguous in enforcement and ruling. To this end, medical marijuana may not be kept or used in the camping areas of the game sites. Specific sites may have more stringent rules regarding possession of medical marijuana.
Cheating at Mystwood falls into several categories, some of which are not considered "cheating" in a traditional sense.
The game rules are provided for a reason- to present opportunities, challenges and restrictions to players, so that the clever or strategic usage of player and game abilities can be utilized in order to overcome challenges, entertain fellow players, and generally emulate aspects of a medieval fantasy world. Flagrant violations of the rules- the classic "too many hit points", "too many attacks", and the like- completely destroy the environment in which we have chosen to immerse ourselves. Similarly, failure to track mana, craft points, moonstones, skill tokens, and the like contribute to an atmosphere of "anything goes", which is contrary to a continuous, logically, and logistically described game setting. The result of cheating is that other players become demoralized and disheartened when their hard earned skills and abilities are not as useful as a player who cheats to succeed.
This is not to say that an occasional miscount of a hit point or special ability will be punished as cheating- no one can be expected to have perfect recall and perfect tracking in the heat of battle or roleplay- but that flagrant, repeat, or unrepentant cheaters will be punished. Remember- it is easy to cheat. It is hard to be honorable, and if a participant is cheating to "win", they will impress few when they are removed from the game. The best practice when one has lost track of their abilities or resources is to assume they are expended, and proceed accordingly.
This is the use of out-of-game information in an in-game way which results in an environment of benefit to the player. For example, if a participant did not see the enemy which killed their character while conscious in game, but after resurrection, used that information to gain advantage over their murderer; or learning what participant makes use of specific Thief Clip tokens, and using this in retaliation against the player.
Learning in-game lore as a player, and making use of this lore in game, is perfectly acceptable, encouraged, and increases the verisimilitude of the setting.
Remember, if something is a secret in-game, the only way to keep it secret is to NOT TELL SOMEBODY. Lore and plot learned out-of-game, while spending time with other fellow players off-site, is considered learned in-game as well if the player so desires.
While playing a Cast member, however, participants must take pains to keep the information that characters know separate and discrete from that which their other Cast roles might know. Further, they must take pains to release secret information when and how they are instructed by game Staff.
Any player found copying tags, coinage, in-game items, out-of-game mechanical processes, or any other game-related document, prop, tag, or item without the written consent of a Game Master or Board Member is committing the offense of forgery. The game attempts to maintain a careful balance of items and coinage going into the game and coming out in order to simulate an economy. Outside influences on this economy wholly negate mechanic and will be subject to extreme sanction, up to and including Disinvitation.
DISREGARD FOR ENVIRONMENT AND FELLOW PARTICIPANTS
Persistent and flagrant disregard for the emulated environment of the game, and for your fellow participants, may be subject to warning, with repetition resulting in the potential for more stringent disciplinary action. Examples include:
* Failure or refusal to wear appropriate costuming
* Failure or refusal to remain “in-game” in regards to speech and action
* Disrespect shown toward fellow players in ways that do not fall the definition of harassment
* Disrespect shown toward the belongings or costuming of other players
* Failure to take care of trash or other discarded items in a timely manner in the appropriate receptacles
* Persistent use of swear words or other unsavory speech
* Use of real world religious symbols, speech, or activities
Some of the above actions may be punished in ways considered “in-game”, such as chastisement and fines, instead of, or in addition to, out of game warnings, depending on the flagrancy and frequency of the actions.
THEFT AND LOST ITEMS
The only items which may be stolen in-game are game-provided props, tags, coin, and lore pieces with in-game value or knowledge. When in doubt, leave the props and take the tags. Tents, cabins, and other domiciles are off-limits, unless a player is invited into the residence or the building is clearly "in-game". Conversely, however, hiding important or valuable items in an out of game domicile is against the spirit of the rules. Should a participant find the need to store in-game valuables in an out-of-game domicile, they should be stored near the opening in a single, in-game container. Generally speaking, however, robbing of a domicile will only occur as part of an important plot.
Theft of another player's out of game belongings is a potential crime, and may be subject to more stringent action than simple Mystwood policy. Weapons and armor left on the ground or in a building by a careless participant are not available for another participant’s use unless they are game props (colloquially known as “NPC weapons”). When in doubt, leave the items there, or bring them to Game Operations. Items left with Mystwood between events may be subject to disposal. Mystwood is not responsible for lost or stolen goods or items.
The following methods are used by Mystwood as disciplinary actions against disruptive participants.
A warning is a reminder of policy, and is used on minor issues. Any member of the Board, or the Game Master, may give a warning. Warnings are logged centrally, and multiple warnings in a short period may be considered grounds for suspension.
More egregious or flagrant violations of policy may result in suspension. The participant will be asked to leave the game site immediately, with no refund of any moneys which may have been paid to participate. Suspensions may be for one event, multiple events at a given site, or all Mystwood events, at Board discretion.
Those participants who grossly or excessively disregard these policies will be subject to expulsion. They will be asked to leave the game, and the open invitation to attend rescinded- effectively, they may no longer participate in Mystwood. Those players who attend the game while openly and flagrantly intoxicated, cheat deliberately and repetitively, sexually harass, or are otherwise a danger or disturbance to themselves or others may be subject to Expulsion.
APPEALS AND GRIEVANCES
The Board and Staff of Mystwood are human, and are fallible. Similarly, people come to regret the decisions and errors of the past, and may seek to make amends. Any player subject to any form of disciplinary action may feel free to bring an appeal before the Board. A vote will be taken, and the player may be reinstated if this vote is affirmative.
At all times, disciplinary actions and appeals will be reviewed, and information disseminated to the affected parties as soon as is feasible.
Further, if a participant has any otherwise undefined grievance with a member of the Board, a Staff member at an event, a member of the Staff of a site, or other representative of Mystwood or a location of a Mystwood event, the Mystwood Board requests that they be notified of the grievance in question at the earliest opportunity, provided to the Mystwood Board in writing. An investigation will be undertaken and the appropriate actions taken at the Board’s earliest opportunity, with reporter and any affected parties notified at the earliest opportunity.
LIVE COMBAT SAFETY AND PARTICIPATION
It is Mystwood’s general policy that all players are allowed to take part in boffer combat, with the following exceptions.
Players 16 or under are subject to testing by their fellow players and by game Staff to determine maturity and safety.
Four Seneschals or characters with Armstraining, chosen by the Board or chapter Game Master, must conduct in-game tests of the player's fighting ability. These tests must be sparring matches of a reasonable length against one or more opponents, using multiple different weapons. Players administering the test are instructed to be very critical of the prospective warrior's technique, so as to assure that safe combat rules will be followed.
Once the four testers have affirmed that the prospective warrior is capable of safe combat, a member of the Board, or the chapter Game Master, must then conduct an out of game test of the player's abilities. Once this has occurred, and the player has been approved, the player may fight with any weapon allowable by Use of Arms.
Real bows (at the Burgundar site), flails, large shields, and other unusual weapons may be subject to further testing.
In the event that a player has a medical condition which prohibits them from striking or being struck safely by lightest touch foam melee weapons or birdseed packets, they should notify the game Staff as soon as possible. The Mystwood rules include the subject of noncombatant players, and any players who are uncomfortable with, or unable to, take part in live action combat must be marked with a yellow arm band. While Mystwood will make every effort to have yellow arm bands available for player use, it is ultimately the player’s responsibility to provide such a marker, for their own safety and that of their fellow players.
REVOCATION OF COMBAT PRIVILEGE
In addition to the above policies, at any time, a Board Member or Game Master may require that a player, for any reason, be restricted from taking part in live action combat. This will often, but not always, be in response to concerns regarding safe conduct, excessive force, and/or other combat-related activities and errors which could result in danger or harm to the player or their fellow players. Such restrictions may be persistent, or temporary, at the discretion of the restricting party.
The foregoing Policies were adopted by the Mystwood Board of Directors on the 1st day of June, 2016.
A STATEMENT ON DISABILITIES AND ACCOMMODATIONS
Part of Mystwood’s mission is to provide an open world of community role-play and adventure for players, irrespective of real-world limitations. To that end, participants with physical, cognitive and/or emotional disabilities are not excluded from play at Mystwood.
It is expected that Mystwood Chapters and Game Masters will work with each individual to ensure they have access to Mystwood games. However, not all sites and Chapters will be able to accommodate all disabilities and all players. Game sites are often wooded, with limited ADA accessibility. Mystwood’s volunteer Staff may not share appropriate training for a participants specific needs, and intense role-play may provide a challenge.
We invite anyone who requires specific accommodations to speak with a Game Master or local Chapter representative about the nature of their disability, and the accommodations that may be needed. Any emergency plans, and specific medical conditions which might impact a participant’s ability to play safely, should be shared with the Chapter representative to be sure that these protocols can be followed within the limits of the site and Staff. Medical information will be treated confidentially by the Game Master, and released information only in the event of a medical emergency.
Every player in the Mystwood world is expected to be able to follow the Mystwood rules in their entirety, including those of conduct, supervision and disinvitation.
The Mystwood Board will work with Chapters to help them identify barriers players may encounter as part of the Mystwood experience at their game site. Players are encouraged to assess their own ability to meet these barriers, follow the Mystwood rules, and to take into consideration the high level of personal responsibility that is needed to play Mystwood. Players may access any disability services, equipment and personal supports that they would utilize in daily life as part of their Mystwood game play, but should work with the Game Master to be sure that all accommodations and support persons are fully in-game and that players and support persons understand the rules and expectations of an immersive role-playing game. If any player is unable to follow the rules of conduct, supervision and disinvitation, the Mystwood Board or a Game Master may issue a Warning to outline the concerns raised, and will provide copies of this letter to the player and/or any identified support personnel to help communicate with the player the identified concern and requested changes. Disinvitation is considered if a player has been unsafe, threatening, or is unable, with warnings and efforts from game staff, to curb behavior. In this event a warning or disivinitation may suggest that persons with disabilities may return to the game in the future or may attend another Chapter that may better accommodate their specific disability needs.
BYLAWS AND POLICIES OF MYSTWOOD
ARTICLE 1: DEFINITIONS
1.1 Corporation: The “Corporation” shall mean Mystwood.
1.2 Board: The “Board” shall mean the Board of Directors of the Corporation.
ARTICLE 2: MISSION STATEMENT AND PURPOSES
2.1 To provide a high quality Live Action Role Playing experience, at the lowest cost possible.
2.2 To create and administer a realistic, internally consistent world, where a player truly feels their actions and inaction have consequences.
2.3 To create a supportive, family-like community where everyone is welcomed and appreciated regardless of race, religion, gender, party affiliation, age or sexual orientation.
2.4 To provide an environment where individuals may come together and practice social, crafting, physical and intellectual skills that can assist them in being well rounded individuals outside the LARP community.
ARTICLE 3. MEMBERS
3.1 Membership shall consist of the Board of Directors.
ARTICLE 4. BOARD OF DIRECTORS
4.1 General Powers: The affairs of the Corporation shall be managed by the Board. Directors need not be residents of the State of Maine.
4.2 Number and Tenure: The Board shall be composed of no fewer than three (3) directors. The number of directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. An director shall hold office for a term of two (2) years, or until such person dies, resigns or is removed by a majority vote of the officers under Section 4.10 of this Article.
4.3 Regular Meetings: By resolution, the Board may specify the time and place, either within or without the State of Maine, for holding regular meetings without other notice than such resolution. It shall be the habit of the Board to hold two regular meetings per year, in the first quarter and third quarter of the calendar year.
4.4 Special Meetings: Special Board meetings may be called by or at the request of the President, the Vice-President, or any two (2) Officers. The person or persons authorized to call special meetings may fix any place either within or without the State of Maine as the place for holding any special Board meeting called by them.
4.5 Notice of Special Meetings: Written notice stating the place, day, and hour of each special Board meeting shall be delivered by electronic mail to each Officer at his/her email address shown on the records of the Corporation at least two (2) days before the meeting. Neither the business to be transacted at, nor the purpose of any special meeting, need be specified in the notice of such meetings.
4.6 Quorum: A quorum for Board meetings shall include the President, and at least 60% of total board members. As the Board currently consists of 5 officers, quorum is considered to be three officers of five, one being the President.
4.7 Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
4.8 Resignation: Any Director may resign at any time by delivering written notice to the President.
4.9 Removal: A Director may be removed from office upon the vote of a majority of the remaining Directors.
4.10 Vacancies: Any vacancy occurring on the Board may be filled by the vote of a majority of the remaining Directors. Unless such person dies, resigns, or is removed, a Director so elected shall hold office until such person’s successor is elected.
4.11 Presumption of Assent: A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless a) such person’s dissent is entered in the minutes of the meeting, b) such person files written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or c) such person forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.
4.12 Compensation: Directors shall not receive any stated salaries for their services, but by Board resolution, Directors may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting; but nothing herein shall be construed to preclude any Director from receiving compensation for services rendered to the Corporation.
4.13 Loans: No loans shall be made by the Corporation to any of its Directors.
4.14 Meeting by Conference Telephone: Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment, provided all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
4.15 Action by Board without a Meeting: Any action which could be taken at a meeting of the Board may be taken without a meeting, if a written consent setting forth the action so taken is electronically sent to the President and Vice-President. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
4.16 Committees: The Board, by resolution, may designate and appoint one (1) or more committees to advise the Board. If the committee shall have and exercise the authority of the Board in the management of the Corporation, it shall consist of no fewer than two (2) Directors.
4.17 Office(s): The Corporation may have offices, either within or without the state of Maine, as the Board may designate, or as the affairs of the Corporation may require from time to time.
ARTICLE 5. OFFICERS
5.1 Number: The officers of the Corporation shall be a President and a Vice President, each of whom shall be elected by the Board. The Chair of the Board will be the President, just as the Vice-President will be considered the Vice-Chair. The Board may delegate to any officer or agent the power to appoint any subordinate officers, or agents, and to prescribe their respective terms of office, authority, and duties.
5.2 Election and Term of Office: The officers of the Corporation shall be elected annually by the Board. Unless such person dies, resigns, or is removed, each officer shall hold office until such person’s successor is elected.
5.3 Resignation: Any officer may resign at any time by delivering written notice to the President, the Vice-President, or the Board.
5.4 Removal: Any office or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.5 Vacancies: A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board for the unexpired portion of the term.
5.6 President: The President shall be chief executive officer of the Corporation and, subject to the Board's approval, shall supervise and control all of the assets, business, and affairs of the Corporation. The President shall preside over all Board meetings. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer in some other manner. The President may appoint or remove any staff or consultants for the Corporation and establish the rate of compensation for any such staff person or consultant. In general, such person shall perform all duties incident to the office of President and such other duties prescribed by the Board from time to time. In the absence of the President, the Vice-President may perform such duties.
5.7 Vice-President: The Vice-President shall assist the President and other officers in their duties. The Vice-President shall (a) keep the minutes of meetings of the Board securely and electronically stored; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep registers of the post office address of each Director; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation; and (f) prepare and submit an annual report as required by the State of Maine or United States.
5.8 Salary: The officers shall not receive any salary for their services. Officers may be reimbursed for their expenses. No loans shall be made by the Corporation to its officers.
ARTICLE 6. CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 Contracts: The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. Such authority may be general or confined to specific instances.
6.2 Loans: No loans shall be contracted on behalf of the Corporation.
6.3 Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
6.4 Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
6.5 Gifts and Contributions: The Vice-President may accept on behalf of the Corporation any contribution, gift, bequest, or device as may be consistent with the established purposes of the Corporation and as may be permitted by any applicable local, state, or federal law.
ARTICLE 7. BOOKS AND RECORDS
7.1 The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law at the registered or principal office of the Corporation. All books and records of the Corporation may be inspected by a Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the Corporation.
ARTICLE 8. FISCAL YEAR
8.1 Fiscal Year: The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.
ARTICLE 9. EXECUTIVE COMMITTEE
9.1 There shall be no Executive Committee.
ARTICLE 10. INDEMNIFICATION
10.1 Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person's status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE 11. CONFLICT OF INTEREST
11.1 There shall be no conflict of interest policy adopted by the Board.
ARTICLE 12. AMENDMENTS
12.1 These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board, at any regular or special meeting of the Board, by a majority vote of the Board.
The foregoing Bylaws were adopted by the Mystwood Board of Directors on the 1st day of June, 2016.