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This page explains each officers, Directors or electoral appointee's right to indemnification, when serving at the request of the Foundation. |
{% hint style="info" %} Foundation maintains an active Legal, Regulations and Steward Committee for enforcement of citizen's Right to Indemnification, both in defense or when in pursuit of the Foundation's rights. \ Read Article XII of Global Statutes. {% endhint %}
ARTICLE XII INDEMNIFICATION OF ELECTORAL APPOINTEES, AND OFFICERS OF A REGISTERED AGENT AND OF THE OPEN COUNCIL BODIES
Each natural person citizen of the Foundation, 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 Foundation), by reason of the fact that
the natural person citizen is or was an officer or member of the Open Council or Council Committee, or
the natural person citizen is or was a director, officer or a member of the Independent Board of Directors of a constituent registered agent(read Fiscal Host) of the Foundation or Board Committee, or
the natural person citizen is or was serving at the request of the Foundation as a director, officer, employee, or agent of another legal body, partnership, joint venture, trust, or other enterprise;
shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the Foundation; provided, however, that the Foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by a BoD of the Foundation’s constituent registered agent (read Fiscal Host), or by the Executive Council(of the Open Council).
Section 12.2. Acquisition of Representation in the event an electoral appointee seeks Indemnification in a legal action :
Association Powers vested in Section 12.2 describe the Right to Indemnification, exercising a Power of Attorney by an electoral appointee to the Foundation
In a legal action, suit or proceeding (or part thereof), authorized by a BoD of the Foundation’s constituent registered agent (read Fiscal Host), or by the Executive Council(of the Open Council) by or in the right of the Foundation, if any natural person
is or was an officer or member of the Open Council or Council Committee, or
is or was a director, officer or a member of the Independent Board of Directors of a constituent registered agent(read Fiscal Host) of the Foundation or Board Committee, or
is or was serving at the request of the Foundation as a director, officer, employee, or agent of another legal body, partnership, joint venture, trust, or other enterprise; and
is a party to the legal action(either as a complainant or a defendant) in enforcing any civil, criminal, administrative or investigative action, suit or proceeding in accordance to local business law(in accordance to which a Fiscal Host is registered on the Open Constitution network and to which the claimant is a registered member of), then such member(s) shall have the ability to exercise a transfer of their legal representation to the Foundation's Legal Council, with respect to the subject matter.
The Power of Attorney shall stand to be quashed if it is ultimately determined by the Executive Council that the member is not entitled under the applicable law to be indemnified by the Foundation.
Any member shall be eligible to claim reimbursement of reasonable legal fees incurred by a member in the initial period of a legal action and the claim is made under the stipulations of several Sections of this Article XII, whereby legal expenses concern the period before member or Foundation enforced the Right to Indemnification in accordance with Section 12.1 and subsequent acquisition of Legal representation in accordance with Section 12.2.
If the claim is not paid in full by the Foundation within one eighty (180) days after a written claim has been received by the Foundation, the claimant may at any time thereafter register a complaint in the Open Tribunal, in accordance with the Articles of Association of the Open Tribunal.
If the claim is not paid in full by the Foundation within three sixty (360) days after a written claim has been received and registered on the Open Tribunal, the claimant may at any time thereafter raise a complaint, or suit against the Foundation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the Foundation unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the local business law(in accordance to which a Fiscal Host is registered on the Open Constitution network and to which the claimant is a registered member of), but the burden of proving such defence shall be on the Foundation.
Neither the failure of the Foundation (including but not limited to any electoral appointee of Independent Board of Directors of a Fiscal Host, or of any Open Council body or a Council related Committee, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct as set forth in the local business laws(in accordance to which a Fiscal Host is registered on the Open Constitution network and to which the claimant is a registered member of), nor an actual determination by the Foundation (including its Board of Directors, independent legal committee, or its members) that the claimant has not met such applicable standard of conduct, shall be a defence to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The provisions of this Article shall be a contract between the Foundation and each director, officer or member of the Independent Board of Directors of a constituent registered agent(read Fiscal Host) of the Foundation and of the Open Council or Council-related Committee or any ordinary voluntary member of the Foundation; to which this Article applies.
No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.
The indemnification provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members(Open Council or Council related Committee) or disinterested directors(of a BoD of a constituent registered agent or Fiscal Host) or otherwise, both as to action in his or her or their official capacity and as to action in another capacity while holding such office.
Association powers vested in Article XII Section 12.6 provides provisions for insurance benefits for all the global citizens of the Foundation, e.g. Professional Indemnity insurance, or healthcare insurance of the Foundation's citizens.
The Foundation may purchase and maintain insurance, including but not limited to healthcare insurance on behalf of any natural person
is or was an officer or member of the Open Council or Council Committee, or
is or was a director, officer or a member of the Independent Board of Directors of a constituent registered agent(read Fiscal Host) of the Foundation or Board Committee, or
is or was serving at the request of the Foundation as a director, officer, employee, or agent of another legal body, partnership, joint venture, trust, or other enterprise;
against any liability asserted against a member's physical and mental well-being and incurred by a member in any such capacity, or arising out of his or her or their status as such, whether or not the Foundation would have the power to indemnify him or her or them against such liability, under the provisions of this Article or of applicable law (in accordance to which a Fiscal Host is registered on the Open Constitution network and to which the claimant is a registered member of).
For the purposes of this Article,
references to "the Foundation" shall include, in addition to the resulting Open Constitution S/I, any constituent registered agent or Fiscal Host(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, an electorally appointed member to Open Council or Council related Committee or agent of such constituent Foundation, or is or was serving at the request of such constituent Foundation as a director, officer, employee or agent of another Foundation, partnership, joint venture, trust or another enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Foundation as he or she or they would have with respect to such constituent Foundation if its separate existence had continued, and
references to "other enterprises" shall include employee benefit plans; and
references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Foundation" shall include any service as a director, officer, employee, an electorally appointed member to Open Council or Council related Committee or agent of the Foundation, which imposes duties on, or involves services by, such director, officer, employee, an electorally appointed member to Open Council or Council related Committee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she or they reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Foundation" as referred to in this Article.
The Right to indemnification provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or an electorally appointed member to Open Council or Council-related Committee and shall inure to the benefit of the heirs, executors and administrators of such person.