Article __. Indemnification and Directors and Officers Insurance

Section 1. Application and Definitions.

(a) Covered Persons. For purposes of this Article, “Covered Person” means any individual who is or was a director or officer of the corporation and any individual who, at the request of the corporation, is or was serving as a director, officer, or in a substantially equivalent governing capacity of another entity, whether for profit or nonprofit. The Board may, by resolution, extend some or all of the benefits of this Article to employees, committee members, or agents of the corporation or any Subsidiary, to the extent permitted by applicable nonprofit corporation^[1] law.

(b) Proceedings. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal, to which a Covered Person is or was a party or is or was threatened to be made a party by reason of serving, or having served, as a Covered Person.

(c) Expenses. “Expenses” means all reasonable attorneys’ fees, costs, and other expenses actually and reasonably incurred in connection with a Proceeding, including any appeals, but does not include amounts paid in settlement or judgments except as expressly provided in this Article.

Section 2. General Right to Indemnification.

(a) Indemnification to the Fullest Extent. The corporation shall indemnify each Covered Person to the fullest extent permitted by applicable nonprofit corporation law, as such law may be amended from time to time, against all Expenses, judgments, fines, penalties, and amounts paid in settlement reasonably incurred in connection with any Proceeding, provided that the Covered Person’s conduct met the applicable standard of conduct set forth in this Article and in applicable law.

(b) Standard of Conduct. Except as otherwise provided in Section 2(c), indemnification shall be available only if the Covered Person:

(1) acted in good faith; and

(2) acted in a manner the Covered Person reasonably believed to be in, or at least not opposed to, the best interests of the corporation; and

(3) in the case of any criminal Proceeding, had no reasonable cause to believe the conduct was unlawful.

(c) Proceedings by or in the Right of the Corporation. In the case of a Proceeding by or in the right of the corporation, indemnification shall not extend to any claim, issue, or matter in which the Covered Person is adjudged liable to the corporation, except to the extent that a court of competent jurisdiction determines that the Covered Person is fairly and reasonably entitled to indemnity for specific Expenses in view of all the circumstances.

(d) Personal Benefit and Improper Conduct. No indemnification shall be made to or on behalf of any Covered Person with respect to any claim, issue, or matter as to which the Covered Person is adjudged liable for receiving an improper personal benefit, for intentional misconduct, or for a knowing violation of law.

Section 3. Mandatory Indemnification Upon Successful Defense.

To the extent that a Covered Person has been wholly successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue, or matter in such a Proceeding, the corporation shall indemnify that Covered Person against all reasonable Expenses incurred in connection therewith, regardless of whether the standards of conduct set forth in Section 2(b) have been satisfied.

Section 4. Advancement of Expenses.

(a) Advancement Right. The corporation shall advance Expenses to any Covered Person in connection with any Proceeding, prior to the final disposition of such Proceeding, upon receipt of:

(1) a written request from the Covered Person; and

(2) a written undertaking by or on behalf of the Covered Person to repay such amounts if it is ultimately determined that the Covered Person is not entitled to indemnification under this Article or applicable law.

(b) Presumption for Directors and Officers. Advancement for directors and officers shall be made as a matter of right, subject only to the undertaking referenced in subsection (a). Advancement for other persons to whom the Board has extended coverage under Section 1(a) may be made as a matter of right or in the Board’s discretion, as specified in the applicable Board resolution.

(c) No Presumption Against Advancement. The existence of questions about the Covered Person’s conduct or ultimate entitlement to indemnification shall not, by itself, be a basis to deny advancement, so long as the undertaking in subsection (a) is provided.

Section 5. Determination of Entitlement to Indemnification.

(a) Required Determination. Except in the case of mandatory indemnification under Section 3, any indemnification under Section 2 shall be made only upon a determination that the applicable standard of conduct has been met.

(b) Authorized Decision Makers. Such determination shall be made:

(1) by a majority vote of the disinterested directors, even though less than a quorum; or

(2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or

(3) if there are no disinterested directors, or if so directed by the disinterested directors, by independent legal counsel in a written opinion; or

(4) by a court of competent jurisdiction in a final, nonappealable judgment or order.

(c) Burden of Proof. In any Proceeding to determine a Covered Person’s right to indemnification, the corporation shall bear the burden of showing that the standards for indemnification have not been met, unless applicable law requires otherwise.

Section 6. Relation to Dispute Resolution Among Directors Article and Commons Enforcement.

(a) Enforcement of Articles and Commons Purposes. For purposes of this Article, a director who, in good faith, brings, maintains, or participates in a Proceeding seeking declaratory, injunctive, or other equitable relief to interpret or enforce the Articles, the bylaws, the Four Funds, the worker veto provisions, or the commons purposes of the corporation shall be deemed to be acting in a manner reasonably believed to be in the best interests of the corporation, provided that the director’s actions are not primarily for personal gain or to harass another person.

(b) Coordination with Dispute Resolution Among Directors Article. The rights of directors to seek declaratory or related equitable relief, and to receive advancement and reimbursement of fees and costs, as set forth in the Dispute Resolution Among Directors Article of the Articles of Incorporation, are intended to be consistent with and supplemented by this Article. In the event of any ambiguity, this Dispute Resolution Among Directors Article shall be interpreted together to favor protection of directors who, in good faith, act to enforce the Articles, the bylaws, and the commons purposes of the corporation.

(c) No Adverse Inference. The commencement or maintenance, in good faith, of any Proceeding authorized by the Articles or bylaws to enforce the purposes, surplus rules, or governance structures of the corporation shall not, by itself, be treated as evidence of conduct that is opposed to the best interests of the corporation.

Section 7. Nonexclusivity and Continuation of Rights.

(a) Nonexclusivity. The rights to indemnification and advancement of Expenses provided by this Article shall not be exclusive of any other rights to which a Covered Person may be entitled under any statute, Articles provision, bylaw, Board resolution, agreement, vote of disinterested directors, or otherwise, both as to actions in an official capacity and as to actions in any other capacity while holding such office.

(b) Continuation After Service. The rights of a Covered Person under this Article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the Covered Person’s heirs, executors, and administrators.

(c) Contract Rights. The rights of a Covered Person to indemnification and advancement under this Article shall be deemed to be contractual rights, vested as to acts or omissions occurring during the Covered Person’s service in such capacity, and no amendment or repeal of this Article shall adversely affect any such rights with respect to any act or omission occurring prior to such amendment or repeal.

Section 8. Insurance and Other Arrangements.

(a) Authority to Purchase Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a Covered Person against any liability asserted against and incurred by such person in that capacity, or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under this Article or applicable law.

(b) Other Financial Arrangements. To the extent permitted by applicable nonprofit corporation law, the corporation may enter into indemnification agreements, establish trust funds, grant security interests, or use other financial arrangements to secure its obligations under this Article.

Section 9. Severability and Amendment.

(a) Severability. If any provision of this Article or the application of any provision to any Covered Person or circumstance is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Article shall not be affected and shall be interpreted to give effect to the intent of providing broad indemnification and advancement to the fullest extent permitted by law.

(b) Amendment. This Article may be amended or repealed only in the manner provided for amendment of the Articles of Incorporation and in compliance with applicable nonprofit corporation law. Any such amendment or repeal shall not, without the consent of the affected Covered Person, adversely affect that Covered Person’s rights with respect to acts or omissions occurring before the effective date of the amendment or repeal.