2021Bylaws

Bylaws (Iowa)

Imperial Session. He shall have charge of and be responsible to the board of directors for the conduct and handling of all legal matters assigned to him. All of the files, records, and documents belong to Shriners International but shall be maintained under his control in the space and location provided and ordered by the board of directors. Amend. 1967 § 214.5 Indemnification. (a) Each director, officer and committee member shall be indemnified by the corporation against any claim of liability to which he is subject by reason of his service in such capacity or by reason of any action or omis- sion in such capacity. The corporation shall pay all expenses reasonably incurred by him, as incurred, in connection with any such claim if he fur- nishes to the corporation, in writing, his statement that he conducted him- self in good faith and his agreement to repay the corporation for any such expenses if it be thereafter determined by a final non-appealable judgment of a court of competent jurisdiction that his act or omission was not in good faith. In no event, however, shall he be indemnified: (1) Against any liability arising out of his own willful misconduct or the derivation of any improper benefit from such act or omission; (2) In connection with any proceeding by or in the right of the cor- poration in which he was adjudged liable to the corporation; or (3) In connection with any proceeding, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (b) Prior to any indemnification, a determination must be made, as pro- vided by Iowa law, that indemnification is permissible in the circumstances because the individual has met the standard of conduct required herein. (c) The amount paid on behalf of any director, officer or committee member under subsection (a) shall not exceed his actual reasonable and necessary expenses. (d) The right of indemnification provided by subsection (a) shall not be exclusive; and he shall receive any other benefits to which he is otherwise entitled by law. (e) Any director, officer or committee member subjected to or threat- ened with litigation for which he may have indemnification under sub- section (a) shall immediately notify General Counsel of such litigation or threatened litigation. Add. 1992

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