Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 28 of 55

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8.5 Notwithstanding anything to the contrary in these bylaws, any meeting of the Executive Committee, in the discretion of the Chair, may be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting, such that all persons participating in the meeting can hear each other. Any action that could be taken at an in-person meeting may also be taken at a remote meeting held pursuant to this provision. Any director, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic polling may be conducted if warranted as determined by the Executive Committee or the presiding officer of the meeting. The Bureau shall implement reasonable measures to authenticate the attendance and vote of each attendee. Procedural rules related to the conduct of such electronic meetings may be established and promulgated by the Board of Directors or the presiding officer of the meeting. 9.1 Third-Party Actions. The Bureau 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Bureau) by reason of the fact that such person is or was a director or officer of the Bureau, or is or was serving at the request of the Bureau as a director or officer of another corporation, association, 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 such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Bureau or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Bureau or its members and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 9.2 Actions in the Right of the Bureau. The Bureau shall indemnify any person who was or is a party to or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Bureau to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Bureau, or is or was serving at the request of the Bureau as a director or officer of another corporation, association, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), ARTICLE 9 – INDEMNIFICATION

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