Page 34 - 2025 Brethren Home Position Statement

The Brethren Home Foundation Bylaws
Page 5

Officer, employee or agent is based upon or attributable to his or her receipt from the
Corporation of a personal benefit to which the person is not legally entitled; or the Liability
of a Director, Officer, employee or agent is with respect to the administration of assets held
by the Corporation in trust pursuant to Section 5547 of the Pennsylvania Nonprofit
Corporation Law of 1988, as amended.

(c) The Corporation shall not indemnify a Director, Officer, employee or agent under the
preceding provisions of this Section with respect to any claim, issue or matter as to which
the Director, Officer, employee or agent has been adjudged to be liable to the Corporation
in a Proceeding brought by or in the right of the Corporation to procure a judgment in its
favor, unless (and then only to the extent) that the court of common pleas of the judicial
district embracing the county in which the Corporation’s registered office is located or the
court in which the action was brought determines upon application that, despite the
adjudication of Liability but in view of all of the circumstances of the case, the Director,
Officer, employee or agent is fairly and reasonably entitled to indemnification from the
Corporation for the expenses that such court deems proper.

(d) Unless ordered by court, any indemnification of a Director, Officer, employee or agent
under preceding provisions of this Section shall be made by the Corporation only upon a
determination made in the specific case that such indemnification of the Director, Officer,
employee or agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the preceding provisions of this paragraph. Such
determination shall be made the Board .

(e) To the extent that a Director, Officer, employee or agent has been successful on the merits
or otherwise in defense of any Proceeding referred to in Section 5741 or Section 5742 of
the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or in defense of any
claim, issue or matter therein, such Director, Officer, employee or agent shall be
indemnified by the Corporation against expenses (including without limitation attorneys’
fees and costs of Proceedings) actually and reasonably incurred by such person in
connection therewith.

(f) If a Director, Officer, employee or agent is entitled to indemnification under this Section in
respect of a portion, but not all, of a Liability to which the Director, Officer, employee or
agent is subject, the Corporation shall indemnify the Director, Officer, employee or agent
to the maximum extent for such portion of the Liability.

Section 2. Limitation on Indemnification. Notwithstanding any other provision of this Article, the
Corporation shall not indemnify a Director, Officer, employee or agent under this Article for any Liability
incurred in a Proceeding which was initiated by the Director, Officer, employee or agent (which shall not be
deemed to include counter-claims or affirmative defenses) or in which the Director, Officer, employee or
agent participated as an intervenor or amicus curiae, unless such initiation of or participation in the
Proceeding is authorized, either before or after its commencement, by the affirmative vote of two-thirds
(2/3) of the directors then in office who were and are not parties to the Proceeding, subject to the approval
of the Board.

Section 3. Advance Payment of Expenses. Expenses incurred by an officer, director, employee
or agent in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the person is not entitled to be
indemnified by the Corporation.

Section 4. Insurance or Indemnification Fund. The Corporation shall have the power to buy and
maintain insurance and to establish and fund a self-insurance indemnification reserve fund on behalf of the
directors, officers, employees and agents of the Corporation and a person serving at the request of the
Corporation as a director, officer, employee or agent of another organization, against liability incurred in
any such capacity, or arising out of his/her status as such.