King Washington is a non-profit organization that aims to propose a significant amendment to its bylaws regarding director and officer indemnification. This amendment seeks to outline the guidelines and regulations for indemnifying directors and officers of the organization in the event of legal actions or liabilities arising from their roles and responsibilities. The proposed amendment places an emphasis on providing comprehensive protection to all board members, directors, and officers of King Washington. It aims to ensure that they are shielded from personal financial liability resulting from the performance of their duties, as long as their actions are made in good faith and in the best interest of the organization. The amendment introduces various types of indemnification provisions that categorize different scenarios and levels of protection: 1. Standard Indemnification: This provision offers protection to directors and officers who face legal actions brought against them due to their roles within the organization. It covers legal expenses, settlement costs, and judgments that may arise from such claims. 2. Advancement of Expenses: This provision allows the organization to advance necessary expenses (such as legal fees and costs) to directors and officers who have been named defendants in legal proceedings related to their service. The advancement of expenses ensures that individuals can afford competent legal representation and assistance throughout the legal process. 3. Indemnification for Third-Party Actions: This provision extends indemnification to directors and officers involved in legal actions brought by third parties (other than the organization or its members). It aims to protect them if they face claims resulting from their duties while acting on behalf of King Washington. 4. Indemnification for Derivative Actions: This provision addresses situations where directors or officers face legal actions initiated by the organization itself or its members. It intends to safeguard these individuals in scenarios where their actions are challenged within the organization, aiming to encourage their active participation and decision-making without fear of reprisal. By proposing this amendment, King Washington seeks to strengthen the organization's commitment to attracting qualified and dedicated individuals to serve as directors and officers. It aims to ensure they can perform their duties effectively and make informed decisions without the fear of personal financial repercussions. To review the full details and contents of the proposed amendment regarding director and officer indemnification, please find a copy of the amendment attached. It outlines the revisions made to the existing bylaws and the addition of new provisions focusing on indemnification.