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293 <br />294 <br />295 <br />296 <br />297 <br />298 <br />299 <br />300 <br />301 <br />302 <br />303 <br />304 <br />305 <br />306 <br />307 <br />308 <br />309 <br />310 <br />311 <br />312 <br />313 <br />314 <br />315 <br />316 <br />317 <br />318 <br />319 <br />320 <br />321 <br />322 <br />323 <br />324 <br />325 <br />326 <br />327 <br />328 <br />329 <br />330 <br />331 <br />332 <br />333 <br />334 <br />335 <br />336 <br />337 <br />Attachment A <br />and reasonable expenses, including attorneys fees and disbursements incurred by the <br />person in connection with the Proceedings, if with respect to the acts or omissions of the <br />person complained of in the Proceeding, the person: <br />(a) Has not been indemnified by another organization or employed <br />benefit plan for the same liability described in the preceding <br />paragraph with respect to the same acts or omissions; <br />(b) Acted in good faith; <br />(c) Received no improper personal benefit and the procedures of <br />Minnesota Statutes 317A.255 concerning conflicts of interest has <br />been satisfied; <br />(d) In the case of a criminal Proceeding, did not have reasonable cause <br />to believe the conduct was unlawful; and <br />(e) In the case of acts or omissions occurring in the official capacity, had <br />reason to believe that the conduct was in the best interests of the <br />Association. <br />The term "Proceeding" means a threatened, pending or contemplated civil, criminal, <br />administrative, arbitration or investigative proceeding, including a proceeding by or <br />derivatively of the Association. The term "Official Capacity" means in the capacity as a <br />member of the Board of Trustees, or in the capacity as an Officer or at Board direction, <br />assisting an Officer, as the case may be or, as to any trustees or officers, services, while <br />in that capacity and undertaken in connection with duties in that capacity, or at the <br />Association's request, as a trustee or officer or agent of another organization or of an <br />employee benefit plan. <br />Section 20A Permissive Indemnification <br />The Association may but shall not have the obligation to indemnify a current or former <br />Trustee or Officer from liability for Fiduciary Breach. A"Fiduciary Breach" shall occur if a <br />Trustee or Officer violates the general standard of fiduciary conduct as specified in <br />Minnesota Statute 356A.04 in carrying out their activities as a Trustee or Officer. A <br />"Fiduciary Breach" also shall occur if a trustee or officer violates the provisions of <br />Minnesota Statute 356A.06, Subd. 9. Any such indemnification under this Section 20A <br />shall be at the discretion of the Board of Trustees; provided, however, that a decision to <br />indemnify a Trustee or Officer must apply to all similarly situated Trustees or Officers and <br />any such current or former Trustee or Officer seeking indemnification shall not participate <br />in any vote to indemnify pursuant to this Section. <br />Section 20B Advances <br />Any Trustee or Officer who is made or threatened to be made a party to a Proceeding <br />and who would otherwise be eligible for mandatory indemnification under Section 20, is <br />entitled, upon written request to the Association, to advance payment or reimbursement <br />by the Association of reasonable expenses, including attorney's fees and disbursements, <br />incurred by the Trustee or Officer in advance of the final disposition of the proceeding: <br />10 <br />