Connecticut Proposed Amendment to Bylaws Regarding Director and Officer Indemnification: In Connecticut, businesses and organizations may propose amendments to their bylaws to ensure the proper indemnification of directors and officers. Indemnification is a legal protection mechanism that shields directors and officers from personal financial liability due to their actions performed in good faith while fulfilling their duties. The proposed amendment aims to enhance the existing provisions regarding director and officer indemnification in the bylaws. This amendment seeks to provide comprehensive protection to directors and officers by specifying the conditions, scope, and extent of indemnification. The copy of the amendment includes the following key provisions: 1. Expansion of Indemnification Scope: The proposed amendment broadens the scope of indemnification, extending protection to directors and officers not only for actions taken in their official capacities but also for actions taken in other roles or capacities at the organization's request. 2. Advancement of Expenses: The amendment allows for the advancement of expenses incurred by directors and officers during legal proceedings, investigations, or other proceedings resulting from their official duties. This provision ensures that they have timely access to necessary funds to cover legal costs. 3. Indemnification for Settlements: The amendment outlines provisions regarding indemnification for settlements and includes a mechanism to evaluate the reasonableness of a settlement before providing indemnification. This safeguard ensures that directors and officers are protected while preventing potential misuse of the indemnification provision. 4. Mandatory Indemnification Provision: The amendment introduces a mandatory indemnification provision requiring the organization to indemnify directors and officers to the fullest extent permitted under Connecticut law. This provision provides directors and officers with a sense of security and encourages talented individuals to serve in these positions without fear of personal liability. It is important to note that there may be additional variations and types of proposed amendments to bylaws regarding director and officer indemnification in Connecticut. Each organization may tailor its amendment to suit its specific needs and circumstances. Therefore, it is recommended to review the individual proposed amendment bylaws for a comprehensive understanding of their unique provisions. In conclusion, the proposed Connecticut amendment to bylaws regarding director and officer indemnification aims to strengthen the existing indemnification provisions, extending protection and outlining specific conditions for directors and officers. This amendment safeguards individuals in leadership roles, ensuring they can fulfill their duties with confidence and without the fear of personal financial liability.