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Version 1.0 | Update 18Apr11
Editor Paul Quin
Neahof indemnification policy
Details of Section IX of the By-Laws

IX.1 The Association shall, to the extent legally permissible, indemnify each person who may serve or has at any time served as a trustee, Director or officer of the Association or of any of its subsidiaries, or who at the request of the Association may serve or at any time has served as a trustee, director or officer of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Association or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participant or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Association, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the Association if expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this section, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
IX.2 A person entitled to indemnification hereunder, whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association, if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries or, or other persons with interests in such subsidiary or organization to whom he or she had a fiduciary duty.
IX.3 Where indemnification hereunder requires authorization or approval by the Association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a Director of the Association approves the payment of indemnification, such Director shall be wholly protected, if the payment has been approved or ratified
a. by a majority vote of a quorum of Directors not at that time parties to the proceeding, or
b. by a majority vote of a committee of one or more Directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board ( in which selection Directors who are parties may participate); or
c. the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association) appointed for the purpose by vote of the Directors or in the manner specified in clauses IX.3.a or IX.3.b; or
d. the payment is approved by a court of competent jurisdiction; or
e. the Directors have otherwise acted in accordance with the applicable legal standard of conduct.
IX.4 Any indemnification or advance of expenses under this section shall be paid promptly, and in any event within 30 days, after the receipt by the Association of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification the Association shall have determined that the person is not entitled to indemnification. If the Association denies the request or if payment is not made within such 30 day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in party, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Association.
IX.5 The right of indemnification under this section shall be a contract right inuring to the benefit of the Directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this section shall adversely affect any right of such Director, officer or other person existing at the time of such amendment or repeal.
IX.6 The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the Association, apply to the Directors, officers and other persons associated with any constituent groups that have been merged into or consolidated with the Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.
IX.7 The right of indemnification under this section shall be in addition to and not exclusive of all other rights to which such Director, officers or other person entitled to indemnification hereunder, may be entitles by contract or otherwise by law.