Dayton Defense

Code of Regulations of the Dayton Area Defense Contractors Association

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ARTICLE I
CORPORATION

Section 1. Name.
The name of the corporation shall be Dayton Area Defense Contractors Association (hereafter referred to as the "Corporation").

Section 2. Principal Office.
The principal office or place of business is to be located in the City of Beavercreek, Greene County, Ohio.

Section 3. Objectives.
The objectives of the Corporation are to:

(a) Assist in promoting and maintaining professional relations between the aerospace industry represented via the Corporation's Members and government agencies.

(b) Provide a mechanism for the interchange of information between the Corporation's Members and agencies supporting the national security of the United States, particularly the Department of Defense activities at Wright-Patterson Air Force Base ("WPAFB").

(c) Promote a professional relationship and understanding among the Members of the Corporation.

(d) Promote economic development activity among local defense contractors and community residents in the Greater Dayton area.

(e) Promote the preeminence of WPAFB as the Department of Defense focal point for the research, development, acquisition, and support of new, developing, and fielded aeronautical and information systems.

(f) Support Air Force policies that consolidate aeronautical development, acquisition, and support activities at WPAFB as changing force requirements dictate base realignment throughout the United States.

(g) Champion a move to designate the Dayton area as the location of the National Center for Aeronautics.

(h) Enhance the awareness, within the community and among area political representatives, of the contributions and importance of WPAFB employees, both military and civilian, and the Dayton area's Defense contractors to the national security.

Section 4. Scope.
These Regulations are not intended to state purposes or authorize powers different from or in addition to those provided in the Articles of Incorporation of the Corporation.

Section 5. Policies.
The policies of the Corporation are:

(a) To express only objective points of view. It is a non-profit, non-discriminatory and politically non-partisan organization.

(b) To remain independent and not advocate or represent special interest groups, nor promote a particular company's products or services.

ARTICLE II
MEMBERS

Section 1. General
(a) Membership shall be open to companies that (i) are associated with the defense industry whose primary purpose is interfacing with government entities in Ohio and/or their major prime contractors, and (ii) maintain a presence within a 100-mile radius of Dayton, Ohio.

(b) Membership shall be open to individuals that meet the requirements set forth in paragraph (a) immediately above, provided that the individual is not employed by or affiliated with a company that is a member of the Corporation.

Section 2. Members' Dues.
Annual dues may be reviewed and determined by and at the discretion of the Members each year at the Annual Meeting of the Corporation. Dues received during the current billing period are non-refundable. Dues received in advance of the current period are refundable upon receipt of written request.

Section 3. Annual Meeting.
The annual meeting of the Corporation for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Wednesday of May or June of each year or at such other date as may be determined by the Board of Directors.

Section 4. Special Meetings.
Special meetings of the Corporation may be called by the President or by the Board of Directors by action at a meeting, or by a majority of the Directors then in office acting without a meeting, and shall be called by the President or Secretary upon written request of 50% or more of the Members. No business other than that specified in the notice shall be considered at any special meeting except with the unanimous consent of all Members entitled to receive notice of such meeting.

Section 5. Place of Meetings.
Meetings of the Corporation shall be held at a facility of one of the Members which is suitably equipped to host the meeting, unless the Board of Directors determines that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.

Section 6. Notice of Meeting.
Except as otherwise required by law, written notice of each annual or special meeting stating the time and place and the purpose or purposes thereof shall be delivered to each Member of record entitled to notice of such meeting by electronic mail transmission, not more than 60 days nor less than seven days before such meeting. Such notice shall be addressed to the Member at his electronic mail transmission address as it appears upon the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Notice of the time, place and purposes of any meeting of members, whether required by law, the Articles of Incorporation, or these Regulations, may be waived in writing, either before or after the holding of such meeting, by any Member, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Member at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting; provided, however, that such waiver shall not be deemed to permit consideration at a special meeting of any business not specified in the notice.

Section 7. Quorum, Voting and Adjournment.
The Members in attendance in person or by proxy at a meeting shall constitute a quorum for all purposes. All Members of the Corporation shall be entitled to voting rights as follows:

(a) Members that are companies with 25 or more employees shall be entitled to cast two votes for each matter submitted to the Members for their vote, consent, waiver, release or other action.

(b) Members that are companies with less than 25 employees, or are individuals, shall be entitled to cast one vote for each matter submitted to the Members for their vote, consent, waiver, release or other action.

At any meeting, all questions and business which shall come before the meeting shall be determined by the majority of votes cast by the Members present in person or by proxy at the meeting, except when a different proportion is required by law, by the Articles of Incorporation, or by these Regulations.

At any meeting, a majority of the Members present in person or by proxy may adjourn from time to time and from place to place without notice other than by announcement at the meeting. At any such adjourned meeting, any business may be transacted which could have been transacted at the meeting as originally noticed or held.

For the purposes of this Article II, Section 7, Members may cast their votes by electronic mail transmission, unless otherwise required by Chapter 1702 of the Ohio Revised Code or any successor provision.

Section 8. Proxies.
The instrument appointing a proxy shall be in writing and subscribed by the person making the appointment. A vote in accordance with the terms of a proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the appointment unless notice in writing of such death, incapacity or revocation shall have been given to the Corporation before such vote is taken. The presence of a Member at a meeting shall not operate to revoke a proxy unless and until notice of such revocation is given to the Corporation in writing or in open meeting.

Section 9. Action Without a Meeting.
Any action which may be authorized or taken at a meeting of Members of the Corporation may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, a majority of the Members entitled to notice of the meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 10. Removal of Directors.
Any Director may be removed from office by an affirmative vote of two-thirds of the Members registered either in person or by proxy, at any regular or special meeting called for that purpose for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such Director shall be entitled to at least five days' notice in writing by electronic mail transmission of the meeting at which removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Section 11. Guests of Members.
Guests or non-members from the defense industry may be invited by a Member in an effort to promote the Corporation’s mission and community involvement, and increase membership.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Powers.
Except as otherwise required by the Articles of Incorporation, this Code of Regulations or by Chapter 1702 of the Ohio Revised Code or any successor provision, all of the powers of the Corporation shall be vested in the Board of Directors who shall have all of the powers described in Chapter 1702 of the Ohio Revised Code or any successor provisions. During the first meeting, each incoming Board of Directors shall review the Code of Regulations and shall make recommendations for necessary changes, if any, to the Members at the next Members’ meeting.

Section 2. Number and responsibilities.
There shall be seven (7) Directors on the Board of Directors consisting of: President; Vice-President; Treasurer; Secretary; Immediate Past President; Director of Communications; and Member-at-large. Of these Directors, the President, Vice President, Secretary and Treasurer are also Officers of the Corporation and their responsibilities are defined in Article V. In addition to their general responsibilities as a Director, the specific responsibilities of the remaining three Directors are as follows:

a. Immediate Past President. The Immediate Past President will provide a "corporate memory" at Director meetings.

b. Director of Communications. The Director of Communications will promote and maintain a means of communications, written and/or electronic between the Board of Directors and the DADCA members and between DADCA and government agencies and Dayton community organizations. The Director of Communications is responsible for the administration of the DADCA web site and administration of other written and oral dissemination of news and information including DADCA events announcements.

c. Member-at-Large. The Member-at-Large will represent the interests and opinions of the general membership and provide an independent (i.e. without portfolio) viewpoint.

Section 3. Term of Office.
All Directors shall be elected to serve a one (1) year term, except that any Director that also holds the office of Vice President, President, or Immediate Past President shall continue to serve as a director until he no longer holds the office of Vice President, President, or Immediate Past President. Each Director shall hold office until the expiration of the term for which he is elected or until his earlier resignation, removal from office or death.

Section 4. Elections.
Nominations of Members to serve as Directors shall be made by the Nominating Committee (See Article IV, Section 3) or in person by a Member at the Members’ meeting immediately preceding the Annual Meeting of the Corporation. Unless otherwise required by Chapter 1702 of the Ohio Revised Code or any successor provision, each Member shall cast his vote(s) for Directors via electronic mail transmission prior to the Annual Meeting of the Corporation. The candidates receiving the greatest number of votes shall be elected as Directors of the Corporation. The results of the election of Directors shall be announced at the Annual Meeting of the Corporation. If the Annual Meeting of the Corporation is not held or Directors are not elected prior to that time, the Directors may be elected at a Special Meeting called and held for that purpose.

Section 5. Annual Meeting; Regular Meetings.
The Board of Directors shall hold an annual meeting immediately following the Annual Meeting of the Corporation, or at such other time as the Board of Directors shall determine. The Board of Directors shall meet for regular meetings at such other times as the President may determine. Notice of the Annual Meeting and regular meetings shall be given to the Directors not less than seven (7) days in advance of said meeting.

Section 6. Special Meetings.
Special Meetings of the Board of Directors may be called by the President, or upon the written request of two (2) or more of the Directors. At least two (2) days' notice giving time, place, and purpose of the Special Meeting shall be given.

Section 7. Quorum.
At any meeting of the Board of Directors, the presence of at least (4) Directors then serving shall constitute a quorum for the transaction of business. The business of the Corporation shall be decided upon by a majority vote of the Directors present at a meeting at which a quorum is in attendance.

Section 8. Vacancies.
The President shall fill any vacancy in the Board of Directors that is created by an increase in the authorized number of Directors or by the resignation, removal from office or death of a Director.

Section 9. Compensation.
The Directors shall not receive salaries, fees or compensation for their service as Directors or their attendance at any meeting or committee meeting of Directors. However, the Directors may be reimbursed for expenses incurred in connection with the performance of their duties.

Section 10. Duality of Interest.
A Director having a conflict of interest or conflict of responsibility on any matter involving the Corporation and any other business entity or person shall refrain from voting on such matter. No Director shall use his position as a Director of the Corporation for his own direct or indirect financial gain.

Section 11. Action by Directors Without Meeting.
Directors may participate in a meeting of the Board of Directors (or a committee of the Board of Directors) by means of conference telephone or similar communication equipment such that all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

In addition, any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors who would be entitled to notice of a meeting for such purpose. Any such writing shall be filed with or entered upon the records of the Corporation.

ARTICLE IV
COMMITTEES

Section 1. Committees.
The Board of Directors may appoint one or more committees of the Corporation, which committee(s) shall serve at the pleasure of the Board. Each such committee shall consist of at least one Director. The resolution establishing each such committee shall specify a designation by which it shall be known and shall fix its powers and authority. The Board of Directors may delegate to any such committee any of the authority of the Board of Directors, however conferred; provided, however, that any such committee, shall only have the authority expressly delegated by the Board of Directors. The Board of Directors shall designate a chairman of each committee and may likewise appoint one or more Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of the particular committee. All actions taken by any such committee shall be subject to revision and alteration by the Board of Directors. Members of any committee established hereunder may cast their votes on matters which come before the committee by electronic mail transmission, unless otherwise required by Chapter 1702 of the Ohio Revised Code or any successor provision.

Section 2. Nominating Committee.
A nominating committee (the “Nominating Committee”) shall be formed and shall meet each year to nominate candidates to serve as directors and/or officers. The Nominating Committee shall be chaired by the Immediate Past-President and shall consist of the outgoing President and two other Members appointed by the chairman. If the Immediate Past-President is not available, the committee shall be chaired by the outgoing President who will appoint an additional Member. The Nominating Committee shall be responsible for nominating at least one willing candidate for each of the offices (except the offices of President and Immediate Past-President) and Director positions. At the Members’ meeting immediately preceding the Annual Meeting of the Corporation, the chairman of the Nominating Committee will announce the nominees for Director(s), Vice President, Secretary, Treasurer, Director of Communications and Member-at-large, before opening the floor to any further nominations. Nominees from the floor must indicate a willingness to serve. If not present, they must have indicated, in writing, a willingness to serve. Following the meeting, Members shall cast their votes for the directors and officers via electronic mail transmission. Newly elected Directors/officers will be announced at the Annual Meeting of the Corporation and will assume their positions on July 1 next following their election.

Section 3. Other Committees.
The Board of Directors may establish such additional committees as it deems necessary to carry out the purposes of the Corporation.

ARTICLE V
OFFICERS OF THE CORPORATION

Section 1. Officers of the Corporation.
The officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer. All officers shall be both a Member and a Director of the Corporation. The officers shall serve without compensation.

Section 2. Term of Office.
The officers of the Corporation shall be elected by the Members for a term of one (1) year, except that the Vice President will automatically succeed to the President.

Section 3. Election.
Nominations of Members to serve as Officers shall be made by the Nominating Committee (See Article IV, Section 2) or in person by a Member at the Members’ meeting immediately preceding the Annual Meeting of the Members. Unless otherwise required by Chapter 1702 of the Ohio Revised Code or any successor provision, each Member shall cast his vote(s) for the officers via electronic mail transmission prior to the Annual Meeting of the Corporation. The candidate receiving the greatest number of votes for the respective office shall be elected to that office of the Corporation. The results of the election of officers shall be announced at the Annual Meeting of the Corporation. If the Annual Meeting of the Corporation is not held or officers are not elected prior to that time, the officers may be elected at a Special Meeting called and held for that purpose.

Section 4. Responsibilities.
In addition to their general responsibilities as a Director of the Corporation, the specific responsibilities of the Officers of the Corporation are as follows.

a. President. The President shall be the chief executive officer of the Corporation and shall perform such duties as the Board of Directors may from time to time assign to him. He shall have authority to sign all official legal documents and papers for and on behalf of the Corporation. He shall chair meetings of the Corporation and the Board of Directors. The President shall also nominate guest speakers and arrange for their presentations at the meetings of the Members.

b. Vice President. The Vice President shall assist the President in the execution of his duties. In the absence or disability of the President, the Vice-President shall perform all duties of the President. The authority of the Vice President to execute certificates for official legal documents and papers on behalf of the Corporation shall be coordinate with like authority of the President. He shall maintain these Regulations and shall direct the keeping of records of the Corporation. The Vice President shall also assist the President to nominate guest speakers and arrange for their presentations at the meetings of the Members. Finally, he will work with the Treasurer to build a financial plan (budget) for the forthcoming financial year and present this plan at a meeting of the Board of Directors prior to the Annual Meeting of the Corporation (May or June).

c. Secretary. The Secretary shall maintain the Corporation brochure and send out minutes of the meetings to the Directors and Members. This Officer shall see that all bonds required of Officers and employees of the Corporation for the faithful performance of their duties are negotiated and properly filed. The Secretary shall have authority to attest to all legal documents or instruments executed on behalf of the Corporation. He shall also maintain the Membership roster and prepare and disseminate all the Corporation's communications.

d. Treasurer. The Treasurer shall have custody of and direct the keeping of records of all monies and securities which constitute any part of the funds of the Corporation. The Treasurer shall perform the usual duties of this office including, but not limited to, preparing (with the Vice President) the annual budget. The Treasurer shall have the authority to attest to all legal documents or instruments executed on behalf of the Corporation. The Treasurer shall deliver a report of the annual budget and financial statements to the Members at each Annual Meeting of the Members, and shall deliver a similar report to the Board of Directors at each meeting held by the Board of Directors.

ARTICLE VI
FISCAL YEAR

The fiscal year of the Corporation shall be from July 1 to June 30, inclusive, unless another fiscal year is adopted.

ARTICLE VII
FINANCIAL OBLIGATIONS

Section 1. Budget.
Prior to the close of each fiscal year, the Board of Directors shall adopt a budget of income and expenses to control the finances of the Corporation during the ensuing fiscal year.

Section 2. Checks.
All checks, drafts, bills or exchange, notes, or other obligations or order for the payment of money shall be signed in the name of the Corporation by the Treasurer or his/her designee or by facsimile.

Section 3. Loans.
No loans may be made to any Director or Officer of the Corporation.

Section 4. Investments.
The assets of the Corporation may be invested in obligations issued or guaranteed by the United States of America or any agency thereof, obligations of State governments and municipal corporations, real estate mortgages, savings deposits, corporate bonds and notes, and carefully selected preferred and common stocks. Stocks or bonds received by the Corporation may be retained even though they do not meet the foregoing criteria, if the donor has so directed or if the Officers determine it is for the best interests of the Corporation that the same be retained.

Section 5. Sale of Assets.
Any stocks, bonds, or other intangible property of the Corporation which has been received by the Corporation as a gift or bequest, or in payment of a pledge or other obligation to the Corporation, or in payment for an annuity may be sold with the approval of the Corporation's President or the Treasurer.

Section 6. Investment Counsel.
The Board of Directors may, if it deems it advisable to do so, authorize a person or corporation selected by it to handle the investment of one or more designated parts of the Corporation's funds as attorney in fact or agent for the Corporation. Any such attorney in fact or agent may be authorized to have the stocks, bonds, or other intangible property comprising the designated part carried in a broker's account, without being registered in the name of this Corporation, provided the broker is a member of the New York Stock Exchange.

Section 7. Financial Review.

The President shall arrange, at least once per year, for an independent examination of the Corporation's books and records by a person, who may be a Member, but may not be a Director, who is acceptable to the Corporation's Board of Directors. The President shall thereafter make a written report on the financial status of the Corporation to the Corporation's Board of Directors.

Section 8. Financial Reports.
Financial reports shall be due to the Board of Directors during the last month of each quarter. The report must include financial activity during the current quarter, and anticipated revenues. In the final quarter of each fiscal year a comprehensive report will be prepared and briefed to the Members.

Section 9. Surplus Funds.
All funds generated in excess of those required to support administrative, meetings, and social function expenses are deemed surplus. All surplus funds will remain in the general operating fund, and may be carried over to subsequent fiscal years, until ultimately distributed, by donation or direct expenditure, to further the interests and purposes of the Corporation. All such expenditures and donations must be approved by a majority of the Directors.

ARTICLE VIII
AMENDMENTS

This Code of Regulations may be amended from time to time at any meeting of the Members duly called by an affirmative vote of a majority of those present and entitled to vote. Notice of such amendment shall be given to all Members promptly after the meeting at which the action was taken.

ARTICLE IX
LIMITATION OF LIABILITY

No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a Director or Officer of the Corporation, if such person performs his duties, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith and in a manner he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a Director or Officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, that are prepared or presented by: (1) one or more Directors, Officers or employees of the Corporation whom the Director or Officer reasonably believes are reliable and competent in the matters prepared or presented; (2) counsel, public accountants or other persons as to matters that the Director or Officer reasonably believes are within the person's professional or expert competence; (3) a committee of the Board of Directors upon which he does not serve, duly established in accordance with a provision of the Articles of Incorporation or these Regulations, as to matters within its designated authority, which committee the Director or Officer reasonably believes to merit confidence.

ARTICLE X
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, Officer, employee, or agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that his conduct was unlawful.

The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Director, Officer, employee, or agent of or a volunteer of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of or a volunteer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper;

(b) Any action or suit in which liability is asserted against a Director and that liability is asserted only pursuant to Section 1702.55 of the Ohio Revised Code.
To the extent that a Director, Officer, employee, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred in this Article, or in defense of any claim, issue or matter in such an action, suit, or proceeding, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with that action, suit, or proceeding.

Unless ordered by a court and subject to the above provision, any indemnification under this Article shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Director, Officer, employee, agent, or volunteer is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article. Such determination shall be made in any of the following manners:

(a) By a majority vote of a quorum consisting of Directors of the Corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in this Article.

(b) Whether or not a quorum as described above is obtainable, and if a majority of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years;

(c) By the Members of the Corporation;

(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in this Article was brought.

If an action or suit by or in the right of the Corporation is involved, any determination made by the disinterested Directors under this Article or by independent legal counsel under this Article shall be communicated promptly to the person who threatened or brought such action or suit and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

Expenses, including attorney's fees, incurred by a Director, Officer, employee, agent or volunteer in defending any action, suit, or proceeding referred to in this Article may be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, employee, agent, or volunteer to repay the amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

The indemnification authorized by this Article is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the Articles of Incorporation, these Regulations, any agreement, a vote of Members or disinterested Directors, or otherwise, both as to action in their official capacities as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Director, Officer, employee, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such person.

The Corporation may purchase and maintain insurance, or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, for or on behalf of any person who is or was a Director, Officer, employee, agent or volunteer of the Corporation or who was serving at the request of the Corporation as a director, officer, employee, manager, agent or volunteer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under this Article.