ARTICLE XII: INDEMNIFICATION AND INSURANCE

1. Authorized Indemnification

Unless clearly prohibited by law or Section B of this Article XII,  The NPAGR shall indemnify any person ("Indemnified Person") made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of  The NPAGR, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section: (a) is or was a Director or officer of  The NPAGR; or (b) in addition is serving or served, in any capacity, at the request of  The NPAGR, as a Director or officer of any other organization, corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided  The NPAGR shall have consented to such settlement) and reasonable expenses, including attorneys' fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof. 

2. Prohibited Indemnification

 The NPAGR shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.


3. Advancement of Expenses

The NPAGR shall, on request of any Indemnified Person who is or may be entitled to be indemnified by  The NPAGR, pay or promptly reimburse the Indemnified Person's reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay  The NPAGR, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section B of Article XII.  An Indemnified Person shall cooperate in good faith with any request by The NPAGR that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

4. Indemnification of Others

Unless clearly prohibited by law or Section B of Article XII, the Board of Directors may approve The NPAGR indemnification as set forth in Section A of this Article XII or advancement of expenses as set forth in Section C of this Article XII, to a person (or the testator or intestate of a person) who is or was employed by  The NPAGR or who is or was a volunteer for   The NPAGR, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of   The NPAGR in any capacity for any other organization, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

5. Determination of Indemnification

Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws. Before indemnification can occur the Board of Directors must explicitly find that such indemnification will not violate the provisions of Section B of this Article XII. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these Bylaws.

6. Binding Effect

Any person entitled to indemnification under these Bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these Bylaws with respect to any event, action or omission occurring prior to the date of such amendment.

7. Insurance

    The NPAGR is not required to purchase Directors' and officers' liability insurance, but  The NPAGR may purchase such insurance if authorized and approved by its Board of Directors. To the extent permitted by law, such insurance may insure the Corporation for any obligation it incurs as a result of this Article XII or operation of law and it may insure directly the Directors, officers, employees or volunteers of the Corporation for liabilities against which they are not entitled to indemnification under Article XII as well as for liabilities against which they are entitled or permitted to be indemnified by  The NPAGR.

8. Nonexclusive Rights

The provisions of Article XII: Indemnification and Insurance shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of  The NPAGR with any Director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in Article XII, subject in all cases to the limitations of Section B of this Article XII.

9. Communication to members

If any expenses or other amounts are paid by way of indemnification,  The NPAGR shall specify the Indemnified Person, the amounts paid, and the nature and status of the litigation or threatened litigation at the time of such payment in a statement, which shall be mailed to all Active Members (status determined by the Membership Committee) within three (3) months of such payment.

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