Bylaws
The Mission of the International Employers Forum: The purpose for which this non-profit Corporation is formed is for employers with employees both inside and outside the United States to learn more about international employment law and practice. International Employers Forum will be described in these Bylaws as "IEF" or the "Corporation."
ARTICLE I
Offices
The principal office of the Corporation shall be located at 201 King of Prussia Road, Suite 630, Radnor, Pennsylvania 19087; provided that the Board of Directors of the Corporation may change the location of the principal office
from time to time.
ARTICLE II
Members
Section 1. Class of Members. The Corporation shall have two (2) classes of members: Founding Members and all other Joining Members. Both classes of members shall consist of those entities or individuals which have an interest in international employment law and practice, and which pay the dues or assessments, if any, fixed from time to time by the Board of Directors. The Board of Directors may determine differing dues and other details of membership and apply them as appropriate.
Section 2. Membership Fees and Dues. The Board of Directors shall determine from time to time the amount of fees, dues or assessments payable to the Corporation by the members and the method of collecting the same. Members shall pay dues in accordance with the schedule of dues most recently approved by the Board of Directors. Such schedule may be amended from time to time by the Board.
Section 3. Voting Rights. Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote of the members. The Board of Directors shall designate in writing which matters are to be presented to the Board of Directors and decided by a vote of the Board of Directors, and which matters are to be presented to the members and decided by a vote of the members.
Section 4. Membership Not Transferable; Property Rights of Members. Membership in this Corporation is not transferable or assignable. No member shall possess any property right in or to the property of the Corporation. In no event shall any earnings or other property of the Corporation be distributed to or inure to the benefit of any member, former member, director or officer of the Corporation, or other private individual, either directly or indirectly.
Section 5. Removal of Members. Any member of the Corporation shall cease to be a member at such time as such person ceases to qualify as a member under Article II, Section 2, or if such person is removed by the Board of Directors for failure to pay any required membership fees, dues or assessments. Any member may be removed from the Corporation for an infraction of these Bylaws or any rules or as a result of acts or conduct that are determined by the Board as not in the Corporation's best interests. Notice of Removal shall be provided in writing to the member, which shall specify the reasons for the removal of such member. The removed member may apply to the Board for reinstatement sixty (60) days following removal.
Section 6. Honorary Positions. A person may be elected as an Honorary Member upon unanimous vote of the Board. Honorary Members shall not be entitled to vote or hold office, nor be held liable for any dues or assessments.
ARTICLE III
Members Meetings
Section 1. Annual Meetings. An annual meeting of members shall be held during the first quarter of the calendar year and shall be designated by the Directors for the purpose of reporting to the members on the activities of the Corporation, announcing Directors if necessary and for the transaction of such other business as may come before the meeting. Any changes or updates to the Bylaws will be made during the Annual Meeting. The order of business at the Annual Meeting shall include the following:
i. Determination of the existence of a quorum
ii. Approval of the minutes of the last Annual Meeting
iii. Report by the President / summary of past year
iv. Election results for new Board Members
v. Appreciation of past Board Member service / Members rotating off
vi. Finance Report
vii. Report from other Officers and Committees
viii. By-law recommendations for vote
ix. Unfinished business
x. New business
Section 2. Special Member Meetings. The President or a majority of the Board of Directors may call special meetings of members. Special meetings require at least two weeks' written notice to members.
Section 3. Rules for Meetings. a) Place of Meeting: The meeting location will be designated any place, either within or outside the Commonwealth of Pennsylvania, for any Annual or special meeting of members. If no designation is made, the place of meeting shall be at the principal office of the Corporation.
b) Quorum and Manner of Acting: No quorum is required for an action by the members. Every act or decision done or made by the members shall be made through a majority vote of the members at a meeting duly held, unless a greater number be required by law.
c) Organization: At every meeting of members, the President of the Corporation, if one has been selected and is present, or if not, a Vice President, or in their absence the Treasurer, or in their absence the Secretary, or in their absence an appointed person by the President, shall act as Secretary.
d) Proxies: A member may vote in person or by proxy duly authorized in writing in accordance with the law.
e) Member Notices: All notices by the Corporation to members and by members shall be communicated either by First Class mail, telephonically, or electronically to the last known address shown on Corporation records.
f) Content of Notices: Notices must state the location, day and hour of any meeting. Every attempt to circulate notices will be made within at least a five-day period and no more than fifty days before the date of such meeting, by or at the direction of the President, the Officers or members calling the meeting. In case of a special meeting of members or the Board of Directors, or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. Circulation of notice will be sent as stated in Section III. A member or Board Member may waive notice of any meeting in any manner permitted by law, including without limitation through attendance of such meeting.
ARTICLE IV
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation shall be managed by the elected Board of Directors. The Board shall control and administer the corporate property, shall have the power in its sole discretion to employ and discharge employees, fix compensation, delegate such power it deems appropriate, exercise supervision over corporate affairs, authorize to disburse funds, make and enforce reasonable rules and regulations, to determine assessments and dues, and to take such other actions and to such other things as the Board believes to be in the best interest for furthering the Corporation's purposes.
Section 2. Number, Tenure, Qualifications. The Board of Directors shall consist of not fewer than four (4) persons and not more than sixteen (16) persons. At least four (4) of the Board of Director Members must be Founding Members. One of the slots for the Board of Director Members, a permanent slot, will be a representative of the law firm of Fisher & Phillips LLP, and will be appointed by Fisher & Phillips LLP. The exact number of Directors shall be fixed from time to time by the Board of Directors or members. Directors need not be residents of the Commonwealth of Pennsylvania. Members of the Board of Directors shall be elected by the members of the Corporation at large. Each Director shall hold office for a two-year term (subject to the one-year term for certain initial Directors in Article V, Section 3, below) and until his or her successor shall have been duly elected and qualified, or until he or she shall have resigned, or until he or she shall have been removed as provided in Section 10 of this Article IV.
Section 3. Regular Board Meetings. Regular meetings of the Board shall be held in accordance with Article VI. Members of the Board shall be furnished an agenda prepared by the Secretary at the direction of the Chairman of the Board that is disseminated at least one week in advance to all Board Members. The agenda will include at minimum:
i. Approval of the last meeting Board Minutes
ii. President's Report
iii. Financial Report (presented quarterly)
iv. Committee Reports
v. Old Business
vi. New Business
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any executive officers. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the Commonwealth of Pennsylvania, as the place for holding any special meeting of the Board called by them.
Section 5. Notice of Special Board Meetings. Notice of any special meeting of the Board of Directors shall be given at least one day prior to the meeting using communication methods as outlined in Article III. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum. At least 51% of the Members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if a quorum is not present at any meeting, a majority of Directors present may adjourn the meeting from time to time to such time and place without further notice. A Director may provide a general proxy for his vote and attendance at a Board meeting, in which case the Director shall be counted in determining whether a quorum is present; a Director who grants a proxy for a specific matter shall not be counted in determining whether a quorum exists.
Section 7. Manner of Acting. The act of a majority of the Directors voting at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be taken without a meeting if all Members of the Board shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 8. Telephone Conference. Members of the Board of Directors or any committee thereof may participate in a meeting by means of an electronic conference or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.
Section 9. Vacancies. Any vacancy on the Board of Directors may be filled by a majority vote of the remaining members of the Board of Directors, whether or not these members constitute a quorum under Section 6 of this Article IV. Any Director so chosen to fill a vacancy shall hold office until the next annual meeting of members, at which Directors are to be elected and until a successor shall have been duly elected and qualified.
Section 10. Removal. In order to maintain status on the Board, each Board Member must attend at a minimum two Board meetings within a twelve-month period. Members who are deemed inactive and removed for lack of attendance cannot re-run for election in the next term.
Section 11. Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or announcing resignation in a Board Meeting. Any such resignation shall take effect at the time such notice is received or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 12. Compensation. Directors shall not receive compensation for their services.
Section 13. No Interest in Assets. No Director shall possess any property right in or to the property of the Corporation. In the event the Corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the Directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation of the Corporation.
ARTICLE V
Election of Board Members
Section 1. Slate Selection. The slate for Board elections shall be pursued as follows:
a) A request soliciting volunteers among the members at large will be disseminated two months prior to the Annual Meeting. This process will be supervised by the Secretary.
b) Written request of interest in volunteering as a Board Member for Board service will be compiled and will indicate if the member is an existing Board Member.
c) The slate of interested volunteers will be disseminated to all Corporation members in the form of a written ballot, one month prior to the Annual Meeting.
Section 2. Voting of Board Members. Each Member of the Board of Directors may submit one vote by filling out one ballot. Each ballot will be submitted to a designee to be tabulated. The voting of Board Members must be submitted no later than one week prior to the Annual Meeting.
Section 3. Term of Board Members. Each regularly elected Board Member shall serve for a two-year term, subject to provisions regarding the initially elected Board. Half the terms of office of the initial Board Members shall be for two years, and half for one year. Those Board nominees receiving the greatest number of votes shall be elected to serve two year terms, and the remaining nominees receiving most votes shall serve one year terms. The initial elected Board of Directors shall consist of seven (7) individuals.
Section 4. Initial Board Members. The initial Members of the Board of Directors are set by the Articles of Incorporation of the Corporation. As soon as practicable following the incorporation of the Corporation, an initial meeting of the members will be scheduled, and the process of electing the Board Members provided in this Article V shall be implemented.
ARTICLE VI
Meetings of the Board of Directors
Section 1. Quarterly.
a) Place of Meeting: The meeting location will be designated any place, either within or outside the Commonwealth of Pennsylvania, for any Annual or Special Meeting of the Board of Directors. If no designation is made, the place of meeting shall be at the principal office of the Corporation.
b) Quorum and Manner of Acting: The presence, in person or by proxy, of at least 51% of Board Members shall constitute a quorum. Every act or decision done or made by a majority of the Board voting at a meeting duly held at which a quorum is present shall be regarded as a valid act of the Corporation, unless a greater number be required by law. If a quorum is not present at any meeting of the Board, a majority of the Board Members present may adjourn the meeting from time to time to such time and place, as they shall determine without further notice.
c) Organization: At every meeting of members and of the Board of Directors, the President of the Board of Directors, if one has been selected and is present, or if not, a Vice President, or in their absence the Treasurer, or in their absence the Secretary, or in their absence an appointed person by the President, shall act as Secretary.
d) Proxies: A Board Member may vote in person or by proxy duly authorized in writing in accordance with the law.
e) Board Notices: All notices by the Corporation to Members of the Board of Directors, and from Members of the Board to other Board Members, shall be made either through First Class mail, telephonically or electronically, all made to the last known address in the Corporation's records.
f) Content of Notices: Notices must state the location, day and hour of any meeting. Every attempt to circulate notices will be made within at least a five-day period and no more than fifty days before the date of such meeting, by or at the direction of the President, the officers or members calling the meeting. In case of a special meeting of members or the Board of Directors, or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. Circulation of notice will be sent as stated in Section III. A member or Board Member may waive notice of any meeting in any manner permitted by law, including without limitation through attendance of such meeting.
ARTICLE VII
Committees
Section 1. Executive Committee. The Board of Directors may create an Executive Committee, and may delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent permitted by law. This Committee should be a peer review committee to help further discussions but cannot function as a mediating body for IEF. The Executive Committee shall be composed of three or more officers including the President of the Board.
Section 2. Other Committees. The Board of Directors may create one or more ad-hoc committees, elect the members thereof from the membership at large, to the extent provided in such resolution and permitted by law, who shall have and exercise the full authority of the Board of Directors in the management of the business and affairs of the Corporation.
Section 3. Terms of Service. Each Committee and its members shall serve at the pleasure of the Board of Directors.
Section 4. Chair. One member of each Committee may be appointed chair of such Committee by the President and approval of the Board of Directors.
Section 5. Vacancies. Vacancies in the membership of a Committee may be filled by a member of the Board of Directors.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a Committee, a majority of the whole Committee shall constitute a quorum, and the act of a majority of the members voting at a meeting at which a quorum is present shall be the act of the Committee. Any decisions made by committees must be reported to the Board of Directors.
ARTICLE VIII
Officers
Section 1. Officers. The Board of Directors shall determine the number and duties of the Officers of the Corporation. Officers of the Corporation shall be President, and may include one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other Officers as the Board of Directors shall deem desirable, and such Officers shall have the authority and shall perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers may be elected by the Board of Directors without having previously served on the Board.
Section 2. Election and Terms of Office. The Officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board, except that the initial Officers shall be elected in the first meeting of the Board of Directors, and shall serve for the remainder of the Corporation's year until the next annual meeting. Each officer shall hold office until his successor shall have been duly elected and qualified, and if the Board does not elect new Officers at the annual meeting, the previously elected Officers shall continue to serve. The President may serve for a maximum of four consecutive terms (or four years) and then may be elected as President Emeritus.
Section 3. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors by majority vote at a duly called meeting of the Board whenever in its judgment the best interests of the Corporation are no longer being served.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by a member elected by a majority of the Board of Directors at a duly called meeting of the Board.
Section 5. President. To be elected President of the Corporation, the individual must have formerly served in a chair position on a Committee or on the Executive Committee. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business affairs of the Corporation, subject however to the control of the Board of Directors. This position may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and in general this position shall perform all duties incident of the office of President and such other duties as may be prescribed from time to time by the Board of Directors.
Section 6. Vice Presidents. In the absence or disability of the President, the Vice President designated by the President shall perform all of the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or these Bylaws.
Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall receive a bond for faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for overseeing all funds and securities of the Corporation; receipts for moneys due and payable to the Corporation from any source whatsoever and deposits of all such moneys in the name of the Corporation in such banks, trust companies or other depositories, provide quarterly financial reports, as shall be selected in accordance with the provisions of Article IX of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8. Secretary. The Secretary shall be the custodian of the Bylaws of the Corporation, oversee the minutes of the meetings of members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of corporate records; oversee elections, keep a register of the post office address of each member which shall be furnished to the Secretary by such member and in general perform all duties to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE IX
Books and Records
The Corporation shall keep correct and complete books and records of all accounts and shall also keep minutes of the meetings of members and of the Board of Directors and of committees having any of the authority of the Board of Directors, and shall keep at the principal office of the Corporation a record giving the names and addresses of each member. All books and records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time, with seven days written request to the Secretary.
The Corporation may also from time to time inspect the IEF books and records and report the results to the Board of Directors.
ARTICLE X
Contracts, Checks, Deposits, Gifts and Borrowing
Section 1. Contracts. The Board of Directors may from time to time authorize any Officer or Officers, agent or agents of the Corporation, singly or jointly or in any other manner, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. 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, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the Corporation shall be promptly deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 5. Borrowing, etc. No Officer, agent or employee of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolution of the Board of Directors. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.
ARTICLE XI.
Amendments to Bylaws
To the extent permitted by law, new Bylaws may be adopted, or these Bylaws may be amended or repealed, by the recommendation of the Board of Directors at any meeting of the Board of Directors called for such purpose by the vote required by Section 3 of Article IV of these Bylaws, and then approved by the members at large at the Annual Meeting subject to the power of members to change such action as a vote required by Section 1 of Article IV of these Bylaws.
ARTICLE XII
Indemnification and Liability of Directors and Officers
Section 1. Directors and Officers – Third Party Actions. The Corporation shall indemnify any Director or Officer of the Corporation who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Corporation) by reason of the fact that said Director or Officer is or was a representative of the Corporation, which, for the purposes of this article, shall mean a Director, Officer, employee, agent, trustee, a member of a Committee or council or otherwise authorized to represent the Corporation, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if said Director or Officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the pardoned individual did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to, the best interests of the Corporation, and with response to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
Section 2. Directors and Officers – Derivative Actions. The Corporation shall indemnify any Director or Officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Corporation, including attorneys' fees, actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner said person reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of this duty to the Corporation unless and only to the extent that the Court of Common Pleas of Delaware County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
Section 3. Trustees, Employees and Agents. To the extent that a representative of the Corporation who neither was nor is a Director or Officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or preceding referred to in this Article or in defense of any claim, issue or matter therein, said representative shall be indemnified against expenses including attorneys' fees actually and reasonably incurred in connection there within. Such a representative may, at the discretion of the Corporation be indemnified by the Corporation in any other circumstances whereby the Corporation would be required by Sections 1 or 2 of this Article to indemnify such person in such circumstances to such extent if said representative were or had been a Director or Officer of the Corporation.
Section 4. Procedures for Effecting Indemnification. Indemnification under this Article shall be made when ordered by the court (in which case the expenses, including attorneys' fees, of the representative in enforcing such right of indemnification shall be added to and included in the final judgment against the Corporation) and may be made in a specific case upon a determination that indemnification of the representative is required or proper in the circumstances because the representative has met the applicable standard of conduct set forth in the Article. Such determination shall be made: (1) by the Board of Directors, by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 5. Advancing Expenses. Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon authorization by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount, unless it shall ultimately be determined that said Director or Officer is entitled to be indemnified by the Corporation as required in this Article or authorized by law, and may be paid by the Corporation in advance or on behalf of any other authorized representative when authorized by the Board of Directors upon receipt of a similar undertaking.
Section 6. Scope of Article. Each person who acts as an authorized representative of the Corporation shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of disinterested Directors, statute or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall incur to the benefit of the heirs and personal representative of such a person.
This Article shall not affect the liability of a representative with respect to the administration of trust assets held by the Corporation Law of 1972, or its amendments or replacements.
Section 7. Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of members or Directors or otherwise, both as to actions in their official capacity and as to actions in anther capacity while holding an office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 8. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of these Bylaws.
Section 9. Security Fund, Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its Directors, Officers, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.
Section 10. Modification. The duties of the Corporation to indemnify and to advance expenses to a Director or Officer provided in this Article shall be in the nature of a contract between the Corporation and each such Director or Officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 6 of this Article, shall alter, to the detriment of such Director or Officer, the right of such person to the advance 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.