Missouri   Waste 
Control  Coalition

ARTICLE EIGHT

INDEMNIFICATION

 

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 corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, 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 or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her 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 or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Such indemnification shall not be deemed exclusive of any other rights to indemnification which such Board member or officer may be entitled apart from these By-Laws.  The Coalition may purchase and maintain insurance on behalf of any person who is or was a Board member or officer of the Coalition against any liability asserted against him/her and incurred by him/her in such capacity, or arising out of his/her status as such, whether or not the Coalition would have the power to indemnify him/her against such liability.

 

ARTICLE NINE

AMENDMENTS

 

Amendments to these By-Laws may be made by a majority vote of the Board.

 

ARTICLE TEN

DISSOLUTION

 

The Board may adopt a resolution recommending the Coalition be dissolved and direct the question of such dissolution to a vote by the Regular Members at a meeting called for such purpose.  The Coalition may be dissolved upon receiving at least two-thirds of the vote which Regular Members present at such meeting in person or by proxy are entitled to cast.  In the event of dissolution of the Coalition, the Board or a committee appointed by the Board shall be responsible for its liquidation.  In case of dissolution of the Coalition, the Board shall authorize the payment of all indebtedness (not including any dues) of the Coalition.  Assets shall be distributed as provided by the Articles of Incorporation or Missouri law to another not-for-profit organization under IRC 501(c)(3), as amended.

 

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