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By-Laws of Market Center Association, Inc.

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X

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ARTICLE IX
INDEMNIFICATION
Section 1. Actions in General. The Association shall 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 the Association) by reason of the fact that he/she is or was a Director, Officer, employee or agent of the Association, or is or was serving at the request of the Association as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or any employee welfare benefit plan of the Association. The indemnification shall be against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the association, and, with respect to any criminal action or proceeding, had not 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 such person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, he/she had reasonable cause to believe that his conduct was unlawful.

Section 2. Action By or In Right of Association. The Association shall 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 by or in the right of the Association to procure a judgment in its favor by reason of the fact that he/she is or was a Director, Officer, employee or agent of the association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or is or was serving as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or any employee welfare benefit plan of the Association. The indemnification shall be against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of the action or suit, if he/she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Association, unless (and only to the extent that ) the court in which the action or suit was brought, or a court of equity in the county in which the Association has its principal office, determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall deem proper.

Section 3. Determination that Indemnification is Proper. Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, agent, trustee, administrator or other fiduciary is proper in the circumstances because he/she has met the applicable standard of conduct set forth in said Sections 1 or 2. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding, or, if such quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Directors so directs, the determination of the propriety of any indemnification under this Article shall be made, in a written opinion, by independent legal counsel (i.e., a lawyer who is not a Director, Officer, employee or agent of the Association or such other corporation, partnership, joint venture, trust or other enterprise, or is not or was not serving at the request of the Association as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or any employee welfare benefit plan of the Association, and who is not a partner or professional associate of any Director, Officer, employee or agent of the Association or of such other corporation, partnership, joint venture, trust or other enterprise).

Section 4. Indemnification Against Expenses Incurred In Successful Defense. Unless otherwise expressly provided by the Articles of Incorporation of the Association, to the extent that a Director, Officer, employee, agent, trustee, administrator or other fiduciary of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2, or in defense of any claim, issue, or matter therein mentioned, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith, and no determination pursuant to Section 1 shall be required in such instance.

Section 5. Payment of Expenses in Advance of Final Disposition of Action. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Association in advance of the final disposition thereof if authorized in the specific case by a preliminary determination, following the procedures set forth in Section 3, that there is a reasonable basis for a belief that the Director, Officer, employee, agent, trustee, administrator or other fiduciary met the applicable standard of conduct set forth in Sections 1or 2, but only upon receipt of an undertaking by or on behalf of the Director, Officer, employee, agent, trustee, administrator or other fiduciary reasonably assuring that such amount will be repaid unless it shall ultimately be determined that such person is entitled to be indemnified by the Association as authorized in this Article.

Section 6. Non-Exclusive Right to Indemnity; Inures to Benefit of Heirs and Personal Representatives. The foregoing rights of indemnification shall be in addition to all rights to which any such Director, Officer, employee, agent, trustee, administrator or other fiduciary may be entitled as a matter of law, and shall continue as to a person who has ceased to be such a Director, Officer, employee, agent, trustee, administrator or other fiduciary and inure to the benefit of the heirs and personal representatives of such person.

Section 7. Insurance. The Association shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of he Association, or is or was serving at the request of the Association as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or is or was serving at the request of the Association as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or any employee welfare benefit plan of the Association, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his status as such, would be required to indemnify him against the liability under the provisions of this Article or the laws of this State.

Section 8. Certain Persons not to be Indemnified. Notwithstanding the foregoing provisions of this Article VIII, the Association shall not indemnify any bank, trust company, investment adviser, or any actuary against any liability which they may have by reason of their acting as a “fiduciary” of any employee benefit plan (as that term is defined in the Employee Retirement Income Security Act, as amended from time to time) established for the benefit of this Association’s employees.




Bylaws 2009 version 4/22/09