Page 35 - 2025 Brethren Home Position Statement

The Brethren Home Foundation Bylaws
Page 6

Section 5. Validity. The invalidity of any portion of this Article VIII shall not affect the validity of
the remainder hereof.

Section 6. Application. This Article shall not apply to any actions filed or any breach of
performance of duty or any failure of performance of duty prior to January 27, 1987.

ARTICLE IX – LIMITATION ON PERSONAL LIABILITY OF DIRECTOR AND
STANDARD OF CARE

Section 1. A Director of this Corporation shall not be personally liable for monetary damages as
such for any action taken, or any failure to take any action, unless:

(a) the Director has breached or failed to perform the duties of his office in good faith, in a
manner he reasonably believes to be in the best interests of the Corporation, and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances; and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this Article VIII shall not apply to the responsibility or liability of a Director pursuant to any
criminal statute or for the payment of taxes pursuant to local, state or federal law and shall not apply to any
actions filed or any breach of performance of duty or any failure of performance of duty prior to January 27,
1987.

Section 2.

(a) A Director of the Corporation shall stand in a fiduciary relationship to the Corporation, and
shall perform his or her duties as a director, including his or her duties as a member of any
committee of the Board of Directors upon which he or she may serve, in good faith, in a
manner he or she reasonably believes to be in the best interests of the Corporation, and
with such care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties, a
Director shall be entitled to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial data, in each case prepared
or presented by any of the following:
(1) one or more officers or employees of the Corporation whom the Director
reasonably believes to be reliable and competent in the matters presented;

(2) legal counsel, auditors or other persons as to matters which the Director
reasonably believes to be within the professional or expert competence of such
person; and
(3) a committee of the Board of Directors upon which he or she does not serve, duly
designated in accordance with these Bylaws, as to matters within its designated
authority, which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause his or her reliance
to be unwarranted.

(b) In discharging the duties of their respective positions, the Board, committees of the Board
of Directors and individual Directors may, in considering the best interests of the
Corporation, consider the effects of any action upon employees, upon persons with whom
the Corporation has business and other relations and upon communities which the offices
or other establishments of or related to the Corporation are located, and all other pertinent
factors. The consideration of those factors shall not constitute a violation of subsection (a)
of this Section.