Page 33 - 2025 Brethren Home Position Statement

The Brethren Home Foundation Bylaws
Page 4

ARTICLE VII - SUPPORT AND MAINTENANCE

Section 1. The Corporation shall be supported and maintained by contributions, donations and
legacies from all persons, firms, societies, companies and institutions who may be disposed to become
contributors; and from other sources of revenue as the Board of Directors in its discretion may accept and
provide. In no event shall any contribution or money received be used for individual profit, but such shall
be applied absolutely to the establishment, support and maintenance of the Corporation.

ARTICLE VIII - INDEMNIFICATION

Section 1. Indemnification.
(a) Subject to the limitations hereinafter set forth the Corporation shall indemnify each director,
officer, employee or agent of the Corporation or of any organization that he is serving as a
director, officer, employee or agent at the request of the Corporation, and his/her heirs,
executors or administrators, to the fullest extent permitted by law, against any Liability (that
is, any and all compensatory, punitive or other damages, judgments, fines, penalties,
excise tax assessed with respect to an employee benefit plan, and any costs or expenses
(including, but not limited to, court costs, attorneys’ fees and any amount paid in any
settlement)), which were incurred or expended in connection with any Proceeding (that is,
any threatened, pending or completed suit, action, appeal or proceeding, whether civil,
criminal, administrative or investigative, whether formal or informal, and whether or not the
indemnified liability arises or arose from any action by or in the right of the Corporation), in
which he was involved because of anything he may have done or omitted to do as a
director, officer, employee or agent of the Corporation or of any organization that he may
have served as a director, officer, employee or agent at the request of the Corporation, --
but such indemnification can be made only if a Determination is made as hereinafter
provided that such indemnification should be made. Such indemnification shall not impair
any other right any such person may have.

(b) Said indemnification can be made only if a Determination has been made, with the advice
of Counsel for the Corporation, by members of the Board of Directors not involved in the
claim or proceeding, or by a disinterested person or persons named by said members of
the Board of Directors not involved in the claim or proceeding, or by independent legal
counsel in a written opinion:
(1) that the directors, officer, employee or agent acted or failed to act, and in either
case, in good faith, and in a manner he 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/her conduct was
unlawful. The termination of any Proceeding by judgment, order, settlement or
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 that
he or she reasonably believed to be in, or not opposed to, the best interests or the
Corporation and, with respect to any criminal proceedings, had reasonable cause
to believe that his or her conduct was unlawful. Action with respect to an employee
benefit plan taken or omitted in good faith by a Representative in a manner that he
or she reasonably believed to be in the best interests of the participants and
beneficiaries of the plan shall be deemed to be action in a manner that is not
opposed to the best interests of the Corporation, and
(2) that the proposed indemnification is just and proper and can be legally made by
the Corporation under then existing law, and
(3) that the indemnification shall be made by the Corporation in an amount stated in
the Determination;

Provided, however, that the indemnification provided for herein shall not be available if the
act or failure to act giving rise to the claim for indemnification has been determined by a
court to have constituted willful misconduct or recklessness; the conduct of the Director,