2002_0304_packet - Laserfiche WebLink

Home

Section 17 Notice of Special Meetings - Waiver Not less than five days' notice shall be given to each Trustee of the time and place of each Special Meeting of the Board, but any Trustee may, in writing, either before or after the meeting, waive notice thereof. Attendance by a Trustee at a meeting is a waiver of notice of that meeting, except where the Trustee objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting, and does not participate in the consideration of the item at the meeting. Section 18 Quorum A majority of the Board of Trustees shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the Board present at a meeting at which a quorum is present shall be the acts of the Board of Trustees. Section 19 Board Action in Writing Any action which might be taken at a meeting of the Board of Trustees may be taken without a meeting if done in writing signed by all the Trustees. Section 20 Mandatory Indemnification The Association shall indemnify any of its Trustees or Officers who are made or threatened to be made a party to a Proceeding as herein defined by reason of the former or present Official Capacity as herein defined of the Trustee or Officer against claims, judgments, penalties, assessments, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys fees and disbursements incurred by the person in connection with the Proceedings, if with respect to the acts or omissions of the person complained of in the Proceeding, the person: (a) Has not been indemnified by another organization or employed benefit plan for the same liability described in the preceding paragraph with respect to the same acts or omissions; (b) Acted in good faith; (c) Received no improper personal benefit and the procedures of Minnesota Statutes 317A.255 concerning conflicts of interest has been satisfied; (d) In the case of a criminal Proceeding, did not have reasonable cause to believe the conduct was unlawful; and (e) In the case of acts or omissions occurring in the official capacity, had reason to believe that the conduct was in the best interests of the Association. The term "Proceeding" means a threatened, pending or contemplated civil, criminal, administrative, arbitration or investigative proceeding, including a proceeding by or derivitively of the Association. The term "Official Capacity" means in the capacity as a member of the Board of Trustees, or in the capacity as an Officer or at Board direction, assisting an Officer, as the case may be or, as to any trustees or officers, services, while in that capacity and undertaken in connection with duties in that capacity, or at the Association's request, as a trustee or officer or agent of another organization or of an employee benefit plan. 4