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September 22, 2014 | 27th Elul 5774

INDEMNIFICATION RESOLUTION

February 1976

INDEMNIFICATION RESOLUTION


RESOLVED that the Union of American Hebrew Congregations (UAHC) shall indemnify any trustee, officer or employee of the UAHC made a party to an action by or in the right of the UAHC to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a trustee, officer, or employee of the UAHC, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such trustee, officer, or employee is adjudged to have breached his duty to the UAHC, and

IT IS FURTHER RESOLVED that the UAHC shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the UAHC to procure judgment in its favor, whether civil or criminal, including any action by or in the right of any other corporation of any type or kind, domestic or foreign, partnership, joint venture, trust or other enterprise in any capacity, which any trustee, officer or employee of the UAHC served in any capacity at the request of the UAHC, by reason of the fact that he, his testator or intestate, was a trustee, officer or employee of the UAHC, or served such other corporation, partnership, joint venture, trust or other enterprise in any capacity, against judgment, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such trustee, officer or employee acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the UAHC and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

IT IS FURTHER RESOLVED that the foregoing rights of indemnification shall not be exclusive of other rights to which he may be entitled and are not meant to limit any of the powers of indemnification which the UAHC has by law.

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