Promoting homeownership and professional ethics

PORTLAND METROPOLITAN ASSOCIATION OF REALTORS®

5331 SW Macadam Ave. #207, Portland OR 97239

(503) 228-6595 • fax (503) 228-4170

ARTICLE XX - INDEMNIFICATION

Section 1. The Association shall defend and indemnify to the fullest extent permitted by Oregon law, any person who was, or is, a party, or is threatened to be made a party, or is compelled to testify as a witness, or otherwise, in any Proceeding (as hereinafter defined) against all expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such Proceeding. Provided, however, the indemnification provisions of this Article XX shall apply only if the person is involved in the Proceeding (as hereinafter defined) because they were serving, or had served, the Association in the capacity of an officer, director, or fiduciary (as hereinafter defined).
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Section 2. Advancement of Expenses. Expenses incurred by a director or officer of the Association in defending a Proceeding shall in all cases be paid by the Association in advance of the final disposition of such Proceeding at the written request of such person, if the person:

Furnishes the Association a written affirmation of the person's good faith belief that such person has met the standard of conduct described in the Act or is entitled to be indemnified by the Association under any other indemnification rights granted by the Association to such person; and

Furnishes the Association a written undertaking to repay such advance to the extent it is ultimately determined by a court that such person is not entitled to be indemnified by the Association under this Article or under any other indemnification rights granted by the Association to such person. Such advances shall be made without regard to the person's ability to repay such advances and without regard to the person's ultimate entitlement to indemnification under this Article or otherwise.

Section 3. Definition of Proceeding. The term "Proceeding" shall include any threatened, pending, or completed action, suit, or proceeding, whether or not the Association is named as a party, and whether of a civil, criminal, administrative, or investigative nature, in which a person may be, or may have been, involved as a party, witness, or otherwise, by reason of the fact that the person is or was a director or officer of the Association or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, with respect to any employee benefit plan of the Association, or is or was serving at the request of the Association as a director, officer, or fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust, or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or advancement of expenses can be provided under this Article.

Section 4. Non-Exclusivity and Continuity of Rights. This Article: (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, agreement, general or specific action of the Board of Directors, both as to action in the official capacity of the person indemnified and as to action in another capacity while holding office, (ii) shall continue as to a person who has ceased to be a director or officer, (iii) shall inure to the benefit of the heirs, executors, and administrators of such person, and (iv) shall extend to all claims for indemnification or advancement of expenses made after the adoption of this Article.

Section 5. Amendment. Any repeal or modification of this Article shall only be effective prospectively, and no repeal or modification shall adversely affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission that is the cause of any Proceeding.

Section 6. Directors and Officers. Solely for purposes of this Article XX and ORS 65.387, et seq., all committee members and all executive employees of the Association shall be deemed to be "directors" or "officers" of the Association and thereby entitled to the protection of the indemnification provisions hereof.


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