MUIRFIELD VILLAGE BY-LAWS - ARTICLE 4

Article 4 - Indemnification of Trustees, Officers, and Others

§4.1 Indemnification; Actions by Others
§4.2. Indemnification: Actions by or in the Right of MA
§4.3. Successful Defense
§4.4. Specific Case Determinations
§4.5. Advance Payment
§4.6. Non-Exclusive
§4.7 Insurance
§4.8. Other Entities

§4.1 Indemnification; Actions by Others. MA may indemnify or agree to indemnify 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, other than an action by or in the right of MA, by reason of the fact that he is or was a trustee or officer of MA, or is or was serving at the request of MA as a trustee, director, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, 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 he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of MA, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his 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 person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of MA, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

§4.2. Indemnification: Actions by or in the Right of MA. MA may indemnify or agree to indemnify any person 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 MA to procure a judgment in its favor by reason of the fact that he is or was a trustee or officer of MA, or is or was serving at the request of MA as a trustee, director, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership joint venture, trust, or other enterprise against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of MA, 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 his duty to MA unless and only to the extent that the Court of Common Pleas 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 circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses as the Court of Common Pleas or such other court shall deem proper.

§4.3. Successful Defense. To the extent that a person specified in §§4.1 or 4.2 has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in §§4.1 and 4.2, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

§4.4. Specific Case Determinations. Any indemnification under §§4.1 and 4.2, unless ordered by a court, shall be made by MA only as authorized in the specific case upon a determination that indemnification of the person specified in §§4.1 or 4.2 is proper in the circumstances because he has met the applicable standard of conduct set forth in §§4.1 and 4.2. Such determination shall be made (1) by a majority vote of a quorum consisting of trustees of MA who were not and are not parties to or threatened with any such action, suit, or proceeding, or (2) if such a quorum is not attainable, or if a majority of a quorum of disinterested trustees so directs, in a written opinion by independent legal counsel other than an attorney or a firm having associated with it an attorney, who has been retained by or who has performed services for MA or any person to be indemnified within the past five years, or (3) by the members, or (4) by the Court of Common Pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested trustees under this §4.4 or by independent legal counsel under this §4.4 shall be promptly communicated to the person, if any, who threatened or brought the action or suit by or in the right of MA under §4.2, and within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

§4.5. Advance Payment. Expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding referred to in §§4.1 and 4.2, may be paid by MA in advance of the final disposition of such action, suit, or proceeding as authorized by the trustees in the specific case upon receipt of an undertaking by or on behalf of the person specified in §§4.1 and 4.2 to pay such amount unless it shall ultimately be determined that he is entitled to be indemnified by MA as authorized by this article.

§4.6. Non-Exclusive. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or these regulations or any agreement, vote of members or disinterested trustees, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to serve in a capacity hereinabove specified, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

§4.7 Insurance. MA may purchase and maintain insurance on behalf of any person specified in §§4.1 or 4.2, against any liability asserted against him and incurred by him in any such capacity, or rising out of his status as such, whether or not MA would have the power to indemnify him against such liability under this article.

§4.8. Other Entities. For purposes of this article, references to MA include all constituent corporations in a consolidation or merger, and the new or surviving corporation so that any person who is or was serving in a capacity hereinabove specified shall stand in the same position under this article with respect to the new or surviving corporation as he would if he had served the new or the surviving corporation in the same capacity.