Article VI – Indemnification

Section 1.

The Chapter shall indemnify its Directors and officers against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of the Chapter, by reason of the fact that such person was serving as a Director or officer of the Chapter, to the fullest extent permitted by the Michigan Nonprofit Corporation Act. The Chapter may indemnify persons who are not Directors or officers to the extent authorized by resolution of the Board or by contractual agreement authorized by the Board. A change in the Michigan Nonprofit Corporation Act, the Articles of Incorporation, or these by-laws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

Section 2.

Unless ordered by a court or otherwise provided by law, the Chapter shall indemnify a person only upon termination that the person acted in good faith an in a manner the person reasonably believed to be in or not opposed to the Chapters’or members’ best interests. Such determination shall be made (1) by majority vote of a quorum of the Board consisting of Directors who were not parties to the action or suit, (2) if a quorum of disinterested Directors is not obtainable, by a majority vote of a committee of Directors who were not parties to the action and consisting of not less than two disinterested Directors, (3) by independent legal counsel in a written opinion, or (4) by the members.