William Penn Life, 2007 (42. évfolyam, 1-12. szám)
2007 / Különszám
The By-Laws having similar aims, desires to consolidate or merge with the Association, the decision whether or not to do so shall be made by the Board in accordance with the laws of the Commonwealth of Pennsylvania and subject to the approval of the state of domicile of the other merging or consolidating entity and the General Convention. ARTICLE 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 2401. PERSONAL LIABILITY OF DIRECTORS -A Director of the Association shall not be personally liable for monetary damages for any action taken, or failure to take any action, as a Director, except to the extent that under applicable law (including the Pennsylvania Directors' Liability Act, 42 Pa. C.S.A. § 8361 et seq.) a Director's liability for monetary damages may not be limited. Section 2402. INDEMNIFICATION 1. The Association shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, National Officer or National Auditing Committee Member of the Association, or is or, while a Director, National Officer or National Auditing Committee Member of the Association, was serving at the request of the Association, as a director, officer, employee, agent, fiduciary or other representative of another association, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law. 2. The preceding Subparagraph 1 shall not apply to any person who was or is a party defendant or is threatened to be made a party defendant to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative, actually brought by the Association to enforce its rights under state or federal law, its Charter, or these By-Laws. This Subparagraph 2 shall not apply to any derivative suit brought by a Member in the name of the Association. Section 2403. ADVANCEMENT OF EXPENSES -Reasonable expenses incurred by a Director, National Officer or National Auditing Committee Member of the Association in defending his or her position or the Association's position in a civil or criminal action, suit or proceeding described in Section 2402 hereof, may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount, together with such security for same as the Board, in its sole discretion, shall deem satisfactory, if it should William Penn Lile, Special Convention Edition, December 2007 ultimately be determined that the person is not entitled to be indemnified by the Association. Section 2404. OTHER RIGHTS - The indemnification and advancement of expenses provided by or pursuaAt to the provisions of this Article 24 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Association's Charter, any insurance or other agreement, action of the Board or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director, or National Officer or National Auditing Committee Member and shall inure to the benefit of the heirs, executors and administrators of such person. Section 2405. INSURANCE - The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, National Officer, National Auditing Committee Member, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of these By-Laws. Section 2406. SECURITY FUND; INDEMNITY AGREEMENTS - By action by the Board (notwithstanding their interest in the transaction), the Association may create and fund a trust fund or fund of any nature, and may enter into agreements with its Directors, National Officers and National Auditing Committee Members, for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in pertinent provisions of this Article 24. Section 2407. MODIFICATION - The duties of the Association to indemnify and to advance expenses to a Director, National Officer or National Auditing Committee Member provided in this Article 24 shall be in the nature of a contract between the Association and each such Director, National Officer or National Auditing Committee Member, and no amendment or repeal of any pertinent provision of this Article 24, and no amendment or termination of any trust or other fund created pursuant to Section 2406 hereof, shall alter, to the detriment of such Director, National Officer or National Auditing Committee Member, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination. Section 2408. PRIOR ACTS - Indemnification for any prior action taken or failure to act shall be governed by 15 Pa. C.S.A. § 1741 et seq. 45
