Historical Commission Agenda and Packet 2013 11 20

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Article IX Limitation of Liability and Indemnification Section 1. A director or officer of the Foundation shall not be personally liable to the Foundation for monetary damages for breach of fiduciary duty as a director or officer, except as to liability: a) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or b) for any transaction from which the director derived an improper personal benefit. Section 2. The Foundation shall indemnify any and all of its directors and officers, or former directors and officers, from and against all expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made party by reason of being or having been directors or officers or former directors or officers of the Foundation, except in relation to matters as to which any such director or officer or former director or officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any bylaw, agreement, vote of directors, or otherwise. Article X Conflicts of Interest Section 1. No director or officer may use his or her position as a director or officer to obtain financial or other gain for the private benefit of the director or officer or for any organization with which the director or officer is associated. Section 2. In the event that a conflict of interest should arise, a director or officer will be expected to voluntarily disclose the existence and nature of such conflict and abstain from discussion or voting on any issue which the director or officer recognizes as a conflict of interest. If any director or officer perceives a possible conflict of interest for any other director or officer, the conflict shall be pointed out to the Board, which shall decide whether or not the issue presents a conflict of interest for the director or officer in question before discussion on the issue proceeds. Article XI Amendments Section 1. These Bylaws may only be amended at any regular or special meeting of the Board by a two-thirds (2/3rds) majority vote of the directors then comprising the Board. Any such amendment may only take place at a meeting of the Board at which a quorum is present, and provided that the amendment(s) have been specifically noted in the agenda of the meeting and sent to each director.