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Right to Indemnification

This page explains each citizen's right to indemnification, when serving at the request of the Foundation. This page draws content from Article XII of Global Statutes.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

A. Right to Indemnification. Each person 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 an action by or in the right of the Foundation), by reason of the fact that he or she is or was a director, officer or member of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee, or agent of another legal body, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the Foundation; provided, however, that the Foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Independent Board of Directors or the Open Council's Executive Committee.
Foundation maintains an active Legal, Regulations and Steward Committee for enforcement of citizen's Right to Indemnification, both in defense or when in pursuit of Foundation's rights. Read Article XII of Global Statutes.
B. Acquisition of Legal Representation in the event a member seeks Indemnification: In a legal action by or in the right of the Foundation, if any person who is or was an officer, director or member of the Foundation, or who is or was serving at the request of the Foundation as an officer or director of another legal body, partnership, joint venture, trust or other enterprise, and is party to the stated legal action(either as a complainant or a defendent) in enforcing any civil, criminal, administrative or investigative action, suit or proceeding in a local jurisdiction, then such member(s) shall have the ability to exercise an automatic transfer of their legal representation to the Foundation's Legal Committee, with respect to the subject matter.
The Power of Attorney shall stand to be quashed if it is ultimately determined that he or she or they are not entitled under applicable law to be indemnified by the Foundation.
C. Right of Claimant to Bring Suit.
Any member shall be eligible to claim reimbursement of reasonable legal fees incurred by a member in the initial period of a legal action and the claim is made under the stipulations of several Sections of the Article XII of Global Statutes, whereby legal expenses concern the period before member or Foundation enforced the Right to Indemnification in accordance with Section A and subsequent acquisition of Legal representation in accordance with Section B.
If the claim is not paid in full by the Foundation within three sixty (360) days after a written claim has been received by the Foundation, the claimant may at any time thereafter bring suit against the Foundation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the Foundation unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the Business Law of Denmark, or under the Local Law, but the burden of proving such defense shall be on the Foundation.
Neither the failure of the Foundation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct as set forth in the Business Law of Denmark, or of local law, nor an actual determination by the Foundation (including its Board of Directors, independent legal committee, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
D. Contract Rights. The provisions of this Article shall be a contract between the Foundation and each director, officer or member to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.
E. Rights Non-exclusive. The indemnification provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her or their official capacity and as to action in another capacity while holding such office.
F. Global Insurance: The Foundation may purchase and maintain insurances on behalf of any person who is or was a director, officer, member, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or them and incurred by him or her or them in any such capacity, or arising out of his or her or their status as such, whether or not the Foundation would have the power to indemnify him or her or them against such liability under the provisions of this Article or of applicable law.
G. Definitions. For purposes of this Article, references to "the Foundation" shall include, in addition to the resulting Muellners Foundation, any constituent Foundation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Foundation, or is or was serving at the request of such constituent Foundation as a director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Foundation as he or she or they would have with respect to such constituent Foundation if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Foundation" shall include any service as a director, officer, employee or agent of the Foundation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Foundation" as referred to in this Article.
H. Continued Coverage. The Right to indemnification provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person.