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Reinsurance Administration Professionals Association (RAPA)
Bylaws (Adopted on July 27, 2022)
Article 1: Name
The name of this corporation is Reinsurance Administration Professionals Association (the “Corporation”).
Article 2: Membership
A. Membership criteria – There are three classes of Active Members of the Corporation: Company Voting Members, Company Non-Voting Members and Associate Members. An Active Member must meet one of the following two criteria:
- Company Voting Members and Company Non-Voting Members: Must be currently employed by an insurance company or a reinsurance company (a “Company”) with no gap in employment in the industry of more than one year and have responsibilities that include or are related to reinsurance treaty management, reinsurance processing, claims processing, premium accounting, or reinsurance reporting (collectively, “Reinsurance Administration”).
- Associate Voting Members and Associate Non-Voting Members: Must be currently employed by a solution provider (“Solution Provider”) or association (“Association”) that offers products, services or support to the Reinsurance Administration industry.
Each Company must have and is limited to one Company Voting Member for each country in which the Company (or branch thereof, if the Member’s place of business is the branch) is located. There is no limit on the number of Company Non-Voting Members. Company Voting and Non-voting members are eligible for all elective office roles and can chair or participate in any committee of the Board of Governors.
Each Solution Provider or Association must have and is limited to one Voting Member. There is no limit on the number of Solution Provider or Association Non-Voting members. Solution Provider and Association Voting and Non-Voting Members can serve as chair of a committee. Voting and Non-Voting Members cannot hold a majority of the Committee Chair positions. Solution Provider and Association Voting and Non-Voting Members are eligible for nomination to the Board roles of Secretary and Treasurer.
In no case shall membership in the Corporation be granted to persons whose corporate affiliation would restrict the free flow of appropriate information.
Except as otherwise provided in the certificate of incorporation, the initial members of the Corporation in each class shall be those individuals who, immediately prior to the filing of the certificate of incorporation, were members of the corresponding class of Reinsurance Administration Professionals Association, an unincorporated association.
B. Admission and Renewal Criteria:
- Meet Membership criteria.
- Apply on the official Corporation application (or other form prescribed by the Board of Governors) by mail or online.
- Pay required dues.
- Receive approval of the Board of Governors which is delegated to the Membership initiative lead to administer in compliance with the bylaws.
- Renewal of Memberships must be made annually and follow these guidelines (with the exception of the application requirement).
- Non-paying, non-voting membership categories can be created by the Board of Governors to meet the needs of the Corporation. An individual offered a non-paying, non-voting membership can only remain in that category through the end of the calendar year it was offered. At that time, the member must convert to a paying membership to remain a member of the Corporation. No member shall be rendered ineligible for continued membership as of the date these bylaws are amended solely by reason of such amendment; however, any Active Member may become ineligible for continued membership if the eligibility status of such member changes after such date.
- Annual Member dues are payable by October 1st , or at time when a new Member application is submitted.
- Dues cover the period October 1st through Sept 30th of the subsequent year.
- Dues for the October deadline are set by April 1st by the Board of Governors.
- The Board of Governors may waive membership dues to suit the needs of the Corporation.
- Termination – Members may terminate their status as such by written resignation at any time. Resignation will not entitle one to a refund of membership dues. A Member’s current membership shall terminate if the annual renewal due Oct 1st is not paid by November 1st.
Article 3: Fiscal Year:
The fiscal year of this Corporation shall be from the first day of January in each year to the last day of December in each year, inclusive.
Article 4: Board of Governors
A. General Powers. Except as may otherwise be provided by law or by its certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Governors, which shall be, and shall possess all the powers of, the ” governing body ” of the Corporation under the General Corporations Law of the State of Delaware (” DGCL “). The Governors shall act only as a Board of Governors, and the individual Governors shall have no power as such. [DGCL Sec. 141(a) ]
B. Number of Governors. There shall be the number of Governors set forth in the certificate of incorporation. Each of the Governors shall be a natural person. [DGCL Sec. 141(b)]
C. Election of Governors. The initial Governors of the Corporation shall be the persons named in its certificate of incorporation. The initial Governors, who are also Officers of the Corporation, shall serve ex officio until the conclusion of their terms of office as specified in these bylaws. The initial Governor who is also the Immediate Past President of the Corporation shall serve until the conclusion of the term of office of the then-current President of the Corporation. All other initial Governors shall serve for a term expiring at the Annual Meeting held during the year indicated in the certificate of incorporation. Each Officer of the Corporation and the Immediate Past President of the Corporation shall cease to be a Governor upon ceasing to serve as an Officer of the Corporation or the Immediate Past President of the Corporation, as the case may be.
D. Meetings of the Board of Governors. The annual meeting of the Board of Governors for the transaction of such business as may properly come before the meeting shall be held each year either within or without the State of Delaware within five days prior to, and at the place of, the Annual Meeting. The Board of Governors shall also meet whenever called by the Chair or upon written demand of not less than three Governors, at such place, date and time as may be specified in the respective notices of such meetings. Any business may be conducted at a meeting so called. [DGCL Sec. 141(g)]
E. Notice of Meetings; Waiver of Notice.
- Notice of each meeting of the Board of Governors shall be given to each Governor, and notice of each resolution or other action affecting the date, time and place of one or more meetings shall be given to each Governor not present at the meeting adopting such resolution or other action (subject to Section H of Article 4 of these bylaws). Notices of meetings shall be given personally or by electronic transmission at least two days prior to the meeting, or by a writing delivered by a recognized overnight courier service dispatched at least three days prior to the meeting, or by regular mail (postage prepaid) dispatched at least six days prior to the meeting, directed to each Governor by such means of electronic transmission, or at such address, as the case may be, from time to time designated by such Governor to the Secretary.
- A written waiver of notice of meeting signed by a Governor or a waiver by electronic transmission by a Governor, whether given before or after the meeting time stated in such waiver, is deemed equivalent to notice. Attendance of a Governor at a meeting is a waiver of notice of such meeting, except when the Governor attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
F. Quorum; Voting. At all meetings of the Board of Governors, the presence of a majority of the total number of Governors authorized at the time of such vote shall constitute a quorum for the transaction of business. Except as otherwise required by law, the certificate of incorporation or these bylaws, the vote of a majority of the Governors present at any meeting at which a quorum is present shall be the act of the Board of Governors. An interested Governor may be counted in determining the presence of a quorum at a meeting of the Board of Governors that discusses, or authorizes as provided in Section M of Article 4 of these bylaws, a contract or transaction in which such Governor is interested [DGCL Secs. 141(b), (144(b)]. If the transaction or issue up for vote could be perceived as a conflict of interest for any Board Governor, that Board Governor must recuse themselves from discussion and voting.
G. Presence by Telephonic Communications. Members of the Board of Governors may participate in any meeting of the Board of Governors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.
H. Adjournment. A majority of the Governors present may adjourn any meeting of the Board of Governors to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section E of Article 4 of these bylaws shall be given to each Governor, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those Governors not present at the announcement of the date, time and place of the adjourned meeting. At any adjourned meeting, the Governors may transact any business that might have been transacted at the original meeting.
I. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Governors may be taken without a meeting if all members of the Board of Governors consent thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Governors. Such filing shall be in proper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. [DGCL Sec. 141(f)]
J. Regulations. To the extent consistent with applicable law, the certificate of incorporation and these bylaws, the Board of Governors may adopt such rules and regulations (“Standing Rules”) for the conduct of meetings of the Board of Governors and for the management of the affairs and business of the Corporation as the Board of Governors may deem appropriate.
K. Resignation of Governors. Any Governor may resign at any time by delivering a writing notice of resignation signed by such Governor or by submitting an electronic transmission, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery [DGCL Sec. 141(b)]
L. Removal of Governors. Any Governor may be removed at any time in accordance with Section 4.05(a) of these bylaws. [DGCL Secs. 141j, 141k, 223]
M. Conflicts of Interest. Any contract or transaction in which a Governor is interested must be approved by the Board of Governors acting in good faith through the affirmative vote of a majority of the disinterested Governors then members of the Board of Governors (being not less than two Governors) or by a committee made up of at least three disinterested Governors after disclosure to the Board of Governors or the committee of all material facts as to the Governorâ€™s relationship to or interest in the contract or transaction and as to the nature of the contract or transaction, and the fact that an interested Governor participated in meetings discussing or approving any such contract or transaction shall not make the approval void or voidable.
- No contract or transaction between the Corporation and one or more of its Governors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Governors or Officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Governor or officer is present at or participates in the meeting of the Board of Governors or committee that authorizes the contract or transaction, or solely because any such Governor’s or Officer’s votes are counted for such purpose, if:
(a) The material facts as to the Governor’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Governors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Governors, even though the disinterested Governors be less than a quorum; or
(b) The material facts as to the Governor’s or Officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Active Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Active Members; or
(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Governors, a committee or the Active Members.
- Common or interested Governors may be counted in determining the presence of a quorum at a meeting of the Board of Governors or of a committee which authorizes the contract or transaction.
N. Vacancies and Newly Created Governorships. If any vacancies shall occur in the Board of Governors, by reason of death, resignation, removal or otherwise shall be filled in accordance with Section C of Article 4 of these bylaws. [DGCL Sec. 223]
O. Compensation. The Governors shall not be compensated for their services as such but the Board of Governors may by resolution determine the expenses in the performance of such services for which a Governor is entitled to reimbursement. [DGCL Sec. 141(h)].
P. Reliance on Accounts and Reports, etc. In the performance of his or her duties, a Governor shall be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of its officers or by any other person as to the matters the Governor reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [DGCL Sec. 141(e)]
Article 5: Officers
A. The officers of this Corporation (“Officers”) shall be Chair, Vice-Chair, Secretary, Treasurer and Immediate Past Chair.
These Officers, except the Immediate Past Chair, shall be elected every other year, at an annual meeting of the Corporation, for a term of two years or until successors are elected and assume office. The term of office shall begin upon election. No Member shall hold more than one office at a time, no Member shall be eligible to serve more than two consecutive terms, and no member shall serve more than three terms total in any one position. See role limitations for Service Providers in Article 2. The Chair, upon the expiration of the term in that office, shall become the Immediate Past Chair to serve a term expiring at the expiration of the term of the Chair. The initial Chair, Vice-Chair, Secretary, Treasurer, and Immediate Past Chair shall be those individuals named as such in the certificate of incorporation, each to serve for a term expiring at the Annual Meeting held in 2013
B. Duties of Officers
The Officers shall perform the duties prescribed by these bylaws, the Standing Rules and the parliamentary authority adopted by the Corporation.
- The Chair shall:
a. Preside at general, Board of Governors and Executive Committee meetings.
b. Appoint all committee chairs as authorized by the Corporation or the Board of Governors.
c. Be an ex officio Member of all committees except the Nominating Committee.
d. Perform other duties as prescribed by the Board of Governors.
e. Automatically accede to the position of Immediate Past Chair at the end of the term.
- The Chair shall:
- The Vice-Chair shall:
a. Be an active aid to the Chair.
b. Become further acquainted with the affairs of the Corporation and prepare for the position of Chair.
c. In the event of the absence of or inability of the Chair to perform his or her duties, the Vice-Chair will serve as acting Chair during the absence up to the remainder of that term.
- The Vice-Chair shall:
- The Secretary shall:
a. Schedule, take and disseminate the minutes of all general meetings, Board of Governors meetings and Executive Committee meetings.
b. Conduct the general correspondence of the Corporation at the direction of the Chair.
c. Maintain the Corporation’s ongoing files of correspondence and all books, reports, statements and other documents and records of the Corporation required by law, the certificate of incorporation or these bylaws.
d. Act as the Corporation parliamentarian.
e. Cause all notices to be duly given in accordance with these bylaws and as required by law.
f. Be the custodian of the records and of the seal of the Corporation and shall cause such seal (or a facsimile thereof) to be affixed to all documents and instruments that the Board of Governors or any officer of the Corporation has determined should be executed under its seal, may sign together with any other authorized officer of the Corporation any such document or instrument, and when the seal is so affixed may attest the same.
g. Have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board of Governors, and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board of Governors or the Chair.
- The Secretary shall:
- The Treasurer shall:
a. Be custodian of all Corporation funds.
b. Have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and keep or cause to be kept full and accurate records of all receipts of the Corporation, all under the direction and with the approval of the Board of Governors.
c. Cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board of Governors or the Chair, and by such other officers of the Corporation as may be authorized by the Board of Governors or the Chair to make such determination;
d. Cause the moneys of the Corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Governors or the Chair may determine from time to time) upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.
e. Render to the Board of Governors or the Chair and to the Executive Committee, whenever requested, a statement or report of the financial condition of the Corporation and of all his or her transactions as Treasurer, and render a full financial report at the annual meeting of the Board of Governors, if called upon to do so.
f. Coordinate a review of the prior year’s books by no fewer than two additional members of the Corporation and present findings to the Board of Governors within 90 days of year end.
g. Have all powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board of Governors, and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board of Governors or the Chair.
- The Treasurer shall:
- The Immediate Past Chair shall:
a. Maintain a role as advisory for the current Chair.
b. Form and Chair the Nominating Committee.
c. Removal; Vacancies
- A vacancy in the office of the Chair shall be filled by the Vice-Chair for the remainder of the term of the Chair.
- If a vacancy should occur in any other office, the vacancy shall be filled by appointment of the Board of Governors.
- The Board of Governors, upon a two-thirds (2/3) vote, may remove the officer from office at any time with or without cause.
Article 6: Committees
A. The Board of Governors shall have an Executive Committee consisting of the Officers and the Chairmen of the Committees. The Chair of the Corporation shall be the Chair of the Executive Committee and shall preside at all meetings of the Executive Committee. The duties of the Executive Committee shall be as follows:
- The Executive Committee shall have all powers of the Board of Governors except those expressly denied by the DGCL, the certificate of incorporation, these bylaws or the Board of Governors.
- Make recommendations to the Membership.
- Perform the duties prescribed in these bylaws, the Standing Rules and the parliamentary authority adopted by this Corporation.
- Perform strategic responsibilities as directed by the Board of Governors.
B. Standing Committees
Standing Committees will be created and dissolved by the Board of Governors, from time-to-time, to meet the needs of the Corporation. Their responsibilities will be outlined upon their creation.
C. Limitation of Power of Committees.
No committee, including the Executive Committee, shall have any power or authority in reference to the following matters:
- Amendments to the certificate of incorporation or these bylaws;
- Filling of vacancies in the Board of Governors or in any committee;
- Amending or repealing any resolution of the Board of Governors that by its terms may not be so amended or repealed;
- Delegating any of the power or authority of such committee to a subcommittee unless so authorized by the Board of Governors; or
- Any other matter that pursuant to the DGCL is excluded from the authority of a committee of the Board of Governors.
Article 7: Committee Procedures and Meetings
A. Committee Procedures. At any meeting of any committee of the Board of Governors, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business, unless (a) such committee has only one or two members, in which case a quorum shall be one member, or (b) a greater quorum is established by the Board of Governors. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee of the Board of Governors shall keep regular minutes of its meetings and report to the Board of Governors when required. The Board of Governors may adopt other rules and regulations for the government of any committee of the Board of Governors not inconsistent with the provisions of these bylaws, and each committee of the Board of Governors may adopt its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules and regulations adopted by the Board of Governors.
B. Meetings and Actions of Committees. Meetings and actions of each committee of the Board of Governors shall be governed by, and held and taken in accordance with, the provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board of Governors and its members:
- Section D of Article 4 (to the extent relating to place and time of meetings);
- Section E of Article 4 (relating to notice and waiver of notice);
- The last sentence of Section F of Article 4 (relating to participation of interested Governors);
- Sections G and I of Article 4 (relating to telephonic communication and action without a meeting); and
- Section H of Article 4 (relating to adjournment and notice of adjournment).
C. Resignations, Removals and Vacancies. Any member of any committee of the Board of Governors may resign from such position at any time by delivering a written notice of resignation, either in writing signed by such member or by electronic transmission, to the Board of Governors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Except as otherwise provided in the certificate of incorporation or these bylaws, any member of any committee may be removed from such position at any time, either for or without cause, by resolution adopted by a majority of the total authorized number of Governors acting at a meeting of the Board of Governors or by written consent in accordance with the DGCL and these bylaws. If a vacancy occurs in any committee of the Board of Governors for any reason the remaining members may continue to act if a quorum is present. A committee vacancy may only be filled by a majority of the total authorized number of Governors.
Article 8: Nominations and Elections
- The Nominating Committee will consist of three (3) Active Members, including the Immediate Past Chair.
- The Nominating Committee shall nominate one (1) candidate for each Officer position to be filled and notify Members of their selection as Officers (2) weeks prior to the Annual Meeting. Each candidate will have consented to serve.
- Nominations may be made from the floor at the Annual Meeting by an Active Member provided that the proposed candidate is an Active Member and the nominator has obtained consent of the proposed candidate.
- The Nomination committee will work towards a diverse slate of nominees, to include direct writers, reinsurers, retros and service providers. See role limitations for Service Providers in Article 2.
- Officers shall be elected by ballot if there is more than one (1) candidate for any position at the Annual Meeting.
- In the event there is only one (1) candidate for any office, voting on that office may be by voice at the Annual Meeting.
Article 9: Meetings of the Members
A. Regular meetings will be one general meeting of this Corporation annually, held in the fall and two (2) Committee meetings held semi-annually in the spring and the fall, all within or without the State of Delaware on such date and at such place and time as are designated by resolution of the Board of Governors.
B. The general meeting in the fall of each year each shall be known as the annual meeting (â€œAnnual Meetingâ€) and shall be for the purpose of electing officers for the following year, receiving reports of the officers and committees and for any other business that may arise.
C. Special meetings may be called by the Chair or by the Board of Governors, within or without the State of Delaware on such date and at such place and time as are designated by the Chair. Except in cases of emergency, as determined in the discretion of the Chair of the Board of Governors, at least 3 weeks’ notice shall be given.
Article 10: Parliamentary Authority
The rules contained in the latest edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure for the Corporation not specifically covered by these bylaws or the Standing Rules of the Corporation. Only Company Voting Members or their proxy can vote in Corporation elections or on matters of Corporation business.
Article 11: Amendment of Bylaws; Construction
A. These bylaws may be changed at any general meeting by a vote of the Company Voting Members at any general meeting or by electronic vote. Changes effected at a general meeting must be approved by a majority of attending voting members voting in person or by proxy. Changes effected by electronic vote must be approved by a majority of all Company Voting Members or their proxy if voting. Proposed changes to these bylaws must be submitted to all members at least ten (10) days prior to the general meeting or 20 days prior to the voting deadline if done electronically.
B. Approved amendments shall become effective immediately unless otherwise specified in the amendment.
C. In the event of any conflict between the provisions of these bylaws as in effect from time to time and the certificate of incorporation as in effect from time to time, the provisions of the certificate of incorporation shall be controlling.
Article 12: Indemnification
A. Subject to Section C of this Article, the Corporation shall indemnify, to the fullest extent permitted by the DGCL or applicable law, any 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 (each, a “proceeding”) by reason of the fact that such person is or was serving or has agreed to serve as a Governor or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in section 145 of the DGCL and any other applicable law:
- In a proceeding other than a proceeding by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, or
- In a proceeding by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees but excluding judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom (but if such person shall have been adjudged to be liable to the Corporation indemnification of expenses is permitted under this clause (ii) only upon a judicial determination in accordance with the requirements of Section 145(b) of the DGCL as to such person’s entitlement to indemnification).
B. To the extent that a present or former Governor or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section A of this Article or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. [DGCL Sec. 145(c)]
C. Notwithstanding anything to the contrary set forth in Section A of this Article, the Corporation shall not be required to indemnify a present or former Governor or officer of the Corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board of Governors or the indemnification requested is pursuant to the last sentence of Section C of this Article.
D. Advance of Expenses. The Corporation shall advance all expenses (including reasonable attorneys’ fees) incurred by a present or former Governor or officer in defending any proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article or applicable law. The Corporation may authorize any counsel for the Corporation to represent (subject to applicable conflict of interest considerations) such present or former Governor or officer in any proceeding, whether or not the Corporation is a party to such proceeding. [DGCL Sec. 145(e)]
E. Procedure for Indemnification. Any indemnification under Section A of this Article or any advance of expenses under Section B of this Article shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or an advance of expenses. Indemnification may be sought by a person under Section A of this Article in respect of a proceeding only to the extent that both the liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard of conduct have become final. A person seeking indemnification may seek to enforce such person’s rights to indemnification (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of the submission of such request. All expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification under this Article, in whole or in part, shall also be indemnified by the Corporation to the fullest extent permitted by law.
F. Burden of Proof. In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section A of this Article, the Corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the Corporation (including its Board of Governors or any committee thereof, or its independent legal counsel) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.
G. Contract Right; Non-Exclusivity; Survival.
(1) The rights to indemnification provided by this Article VI shall be deemed to be separate contract rights between the Corporation and each Governor and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such Governor or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any present or former Governor or officer without the consent of such Governor or officer.
(2) The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a present or former Governor or officer of the Corporation may be entitled as to action in such person’s official capacity or as to action in another capacity while holding such office. [DGCL Sec. 145(f)]
(3) The rights to indemnification and advancement of expenses provided by this Article VI to any present or former Governor or officer of the Corporation shall inure to the benefit of the heirs, executors and administrators of such person. [DGCL Sec. 145(f), (j)]
H. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a Governor or officer of the Corporation, or is or was serving at the request of the Corporation as a Governor or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article 12. [DGCL Sec. 145(g)]
I. Employees and Agents. The Board of Governors may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for such liabilities as the Board of Governors may determine, up to the fullest extent permitted by the DGCL and other applicable law.
J. Interpretation; Severability. Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Governor or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.
Article 13. Offices
A. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the location provided in Article II of the certificate of incorporation. [DGCL Sec. 131] B. Other Offices. The Corporation may maintain offices at such other locations within or without the State of Delaware as the Board of Governors may from time to time determine.
Article 14. General Provision
A. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
B. Execution of Instruments. Except as otherwise required by law or the certificate of incorporation, the Board of Governors or any Officer of the Corporation authorized by the Board of Governors may authorize any other Officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.
C. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Governors, any officer of the Corporation shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting, or through action without a meeting. The Board of Governors may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or process.
D. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the words “Corporate Seal” and “Delaware” and the date of incorporation. The form of such seal shall be subject to alteration by the Board of Governors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.
Article 15: Antitrust Statement
The Corporation makes no warranties as to the accuracy of the information contained in discussion forums, meeting minutes or presenter materials. The posting of messages, meeting minutes or presentation materials does not constitute knowledge, endorsement or approval by the Corporation, nor does the Corporation accept any liability for the content of any posting. Individuals using these discussion forums do so at their own risk and shall also remain individually responsible for their actions and statements in using these discussion forums.
Because the Corporation is committed to adhering strictly to the United States and Canada antitrust, copyright, trademark, securities and other federal statutes, as well as state or provincial common laws covering libel, slander, defamation, false advertising, invasion of privacy and violations of the rights of publicity, the Corporation strongly discourages users of its discussion forums or attendees of its meetings from verbally stating or writing anything that (1) sets or controls prices or terms of products or services and the manners in which products or services are sold; (2) violates the proprietary or personal rights of others; or (3) constitutes an advertisement. A member’s use of or participation in Corporation discussion forums or meetings is acknowledgement of the member’s agreement with the above and the member’s promise to use these forums in a professional and courteous manner.
The citations at the end of sections, as well as this endnote, are inserted for reference and assistance in administration only, and do not constitute a part of the bylaws
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